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HomeMy WebLinkAbout25602AGREEMENT INFORMATION AGREEMENT NUMBER 25602 NAME/TYPE OF AGREEMENT WORKFORCE EDGE, LLC DESCRIPTION CUSTOMER AGREEMENT/DATA CONVERSION, IMPLEMENTATION & DEPLOYMENT SERVICES FOR THE PLATFORM & ANY TRAINING OR CONSULTING SERVICES/MATTER ID: 21-1564 EFFECTIVE DATE March 12, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/27/2025 DATE RECEIVED FROM ISSUING DEPT. 5/27/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla / Richard McLaren NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Workforce Edge, LLC EXT. 1906/1958 IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ■ FUNDING INVOLVED? YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER —LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): Workforce Edge Customer Agreement - data conversion, implementation and deployment services for the Platform, and any training or consulting services set forth in an Order Form or other ordering document. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER April 10, 2025 Annie Perez, CPPO I 16:19:26 FIDT,-,,, SIGNATURE: -4""�;, ..., SUBMITTED TO RISK MANAGEMENT April 10, 2025 Ann -Marie Sharpe I 18:10:28 EDT SIGNATURE: Eros,, boAtJ') SUBMITTED TO CITY ATTORNEY matter 21-1564 May 21, 2025 I Ggpr K31 Ong III bY ,Iso SIGNATURE: ��� �-4 w�,� III APPROVAL BY ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 22 , 2025 en L r2S�rgin CPA 1 SIGNATURE:ar, APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS �eozsozs,sao Barbara Hernandez, MPA SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER May 23, 2025 RMh18Cqbrook-Williams SIGNATURE:—,,,,, "�de.' ,vie,, e.aw.�-w;c RECEIVED BY CITY MANAGER Arthur Noriega V SIGNATURE: SUBMITTED TO THE CITY CLERK May 27, 2025 I TM In SIGNATURE: ,= )-0'e-± PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Richard McLaren Contact Person Sr. Procurement Contracting Officer Title 4/10/2025 Date: Procurement Requesting Client (305) 416-1958 Telephone Legal Service Requested: Matter 21-1564: Workforce Edge Customer Agreement - data conversion, implementation, configuration, integration, and deployment services for the Platform, and any training or consulting services set forth in an Order Form or other ordering document. Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 AGREEMENT/AMENDMENT OVERVIEW AGREEMENT TITLE: WorkForce Edge 1. AWARD DELEGATED AUTHORITY: OChief Procurement Officer — Authority level of $_0.00 ❑ City Manager — Authority level of $ ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: ❑ RFP/RFQ ❑ IFB ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ COOPERATIVE ❑ PROFESSIONAL SERVICES UNDER $25,000 3. TYPE OF AGREEMENT: ❑ PROFESSIONAL SERVICES AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ SOFTWARE AS A SERVICE AGREEMENT ❑ LEASE AGREEMENT ❑ OPERATOR AGREEMENT ❑ CONCESSION AGREEMENT ® OTHER (Please explain): 4. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC AND INCLUDE THE PAGE NUMBER(S) THAT SPECIFIES WHAT IS BEING AMENDED ON THE CONTRACT. NA 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES 0 NO IF YES, WHAT IS THE RESOLUTION NUMBER? 6. WHAT IS THE SCOPE OF SERVICES? Supplier will provide access to information for employees that desire to take online courses, improve their skills or learn something new 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Human Resources 8. IS THE AWARDEE INCUMBENT? No Updated 1/29/2025 9. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? NA 10.WHEN DOES THE CURRENT CONTRACT EXPIRE? 2028 11. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? NA 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? NA Updated 1/29/2025 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge THIS CUSTOMER AGREEMENT ("Agreement") is made and entered into as of March 12, 2025 (the "Effective Date"), by and between Workforce Edge, LLC, a Delaware company with principal offices located at 2303 Dulles Station Boulevard, Herndon, VA 20171 ("WFE"), and The City of Miami, Florida, located at 444 SW 2nd Ave, Miami, Florida 33130 ("Customer" or "City"). WHEREAS, WFE provides a Platform (as defined below) that allows Users (as defined below) to view and select Education Providers (as defined below) and search through Education Providers' programs and degrees available to such Users in alignment with their employer's tuition assistance plan; WHEREAS, Customer desires to provide its Users a tool to browse and locate education -related benefits in alignment with Customer's tuition assistance plan; and WHEREAS, Customer wants to access the Platform, and WFE wants to grant Customer access to the Platform to be made available to Users; NOW THEREFORE, in consideration of WFE providing Customer with access to and use of the Platform and WFE providing any related services to Customer, both as further described herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the following terms and conditions: 1) Definitions A) "Affiliate" of a party means any other person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such party. A person or entity that no longer controls, is controlled by, or is under common control with, a party will cease to be an Affiliate thereof. B) "Aggregated Data" means data that has been aggregated, anonymized and/or de -identified in a manner such that Customer and Users cannot reasonably be identified. Aggregated Data also includes usage and operational data based on use of the Platform. C) "Approval Services" means the review, approval and/or denial of tuition benefits requests on behalf of Customer according to Customer -provided written criteria and Human Resources Information System ("HRIS") information and communicating such eligibility determinations utilizing e-mail and/or text message. Approval Services include access to a WFE advisor to facilitate Customer/WFE discussion and alignment regarding Customer's policies. Approval Services will be considered Services. D) "Confidential Information" means any information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") and identified by the Disclosing Party as confidential or proprietary or that reasonably should be understood to be confidential or proprietary given its nature and the circumstances surrounding the disclosure, all subject to the Public Records Law of Chapter 119, Florida Statutes, as amended. For the avoidance of doubt, Confidential Information of WFE will include the Platform, Documentation and Aggregated Data, and Confidential Information of Customer will include Customer Data. Page 1 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT WorkforceEdge E) Confidential Information may also include proprietary or non-public information owned by a third party provided by the Disclosing Party to the Receiving Party under this Agreement. Confidential Information will not include any information that (i) is or becomes a part of the public domain other than through the act or omission of the Receiving Party, (ii) is lawfully in the possession of the Receiving Party prior to its being provided by the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party that does not have an obligation of confidentiality to the Disclosing Party or its agents or representatives; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. F) "Customer Data" means all content, information, data, images, photos, video, sound, notes, works of authorship, articles, files, or other materials made available through, imported or uploaded to, or stored on the Platform by Customer or Users. Customer Data does not include Aggregated Data. G) "Documentation" means all specifications, user manuals, and other technical materials relating to the Platform furnished or made available to Customer by WFE. H) "Education Provider" means any third -party education provider identified on the Platform to provide services to Users. I) "Intellectual Property Rights" means inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights, in each case whether registered or unregistered, including derivatives thereof and all renewals thereto as well as other forms of protection of a similar nature anywhere in the world. J) "Order Form" means the form entered into by the parties evidencing the provision of the Platform and/or Services, including any subsequent renewal forms, specifying, among other things, any other services contracted for, the applicable fees (if any), the billing period, and other charges as agreed to between the parties. Notwithstanding anything in an Order Form or this Agreement to the contrary, in the event of a conflict between an Order Form and this Agreement, the Order Form will control. K) "Payer Services" means the facilitation of payments from WFE to the applicable Education Provider on behalf of Customer as further defined in Section 6(B)(ii). Payer Services will be considered Services. L) "Platform" means the software as a service ("SaaS") identified in an Order Form, including the WFE software and its proprietary technology, hosted on WFE's servers or those of its hosting services providers, to which Customer is being granted access via the Internet under this Agreement. The Platform includes any and all Modifications (as defined below). M) "Privacy Policy" means the privacy policy of WFE applicable to Users, available at huns://www.strategiceducation.com/privacy-policy/defaultaspx, or such subsequent web Page 2 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge address; such Privacy Policy may be modified from time to time by WFE. In the event of a conflict between this Agreement and the Privacy Policy, this Agreement will control. N) "Services" means any data conversion, implementation, configuration, integration, and deployment services for the Platform, and any training or consulting services set forth in an Order Form or other ordering document. 0) "Service Level Agreement" or "SLA" means the uptime and targeted support service level agreement available through the Platform and which may be updated from time to time. A copy of the current SLA as of the date of this Agreement is attached as Exhibit A. Any conflicts between the provisions of this Agreement and the SLA shall be resolved in favor of this Agreement. P) "Student Loan Repayment Services" or "SLR Services" means the initial review of a Student Loan Repayment ("SLR") benefit request on behalf of Customer to ensure that the User provided the correct documentation according to Customer -provided written criteria and then the approved request will be sent to Customer for final approval or denial of the request and any applicable payment processing. SLR Services will be considered Services. Q) "Subscription Term" means the period during which Customer and its Users are provided access to the Platform and any Services provided to Customer pursuant to an Order Form(s). R) "Terms of Use" means the terms of use of WFE applicable to Users, available at https:/fwww.strategiceducation.comfterms-of-use/default.aspx, or such subsequent web address; such Terms of Use may be modified from time to time by WFE. In the event of a conflict between this Agreement and the Terms of Use, this Agreement will control. S) "Third -Party Software" means any software product in machine readable object code owned by an entity other than WFE which are provided to Customer by WFE as set out in an applicable Order Form. For clarity, Third -Party Software is optional add -on software product to the Platform. T) "Users" means Customer's employees, consultants, and representatives who are authorized to utilize the Platform and who are provided with access to the Platform by Customer. 2) Access and Use Rights; Restrictions A) Access. Subject to the terms of this Agreement, WFE grants to Customer the limited, non- exclusive, worldwide, non -transferable, revocable right during the Subscription Term to access, use, perform and digitally display, and permit and enable Users to access, use, perform and digitally display the Platform for Customer's own internal business purposes in accordance with the Documentation. WFE reserves all rights not expressly granted in this Agreement. B) Access Restrictions. Customer will not, and will cause Users to not: (i) license, sublicense, copy, distribute, reproduce, rent, lend, sell, lease, assign, or otherwise commercially exploit Page 3 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge or make available to any third party the Platform or any portion of the Platform; (ii) translate, adapt, modify, alter, combine with other software, or prepare derivative works based in whole or in part on the Platform; (iii) create Internet "links" to the Platform (other than internal links to the Platform login display for Users); (iv) reverse engineer, decompile, disassemble or otherwise reduce the Platform to a human -perceivable form or use any data mining, robots, or similar data gathering and extraction tools; (v) copy any ideas, features, functions or graphics of the Platform; (vi) access the Platform or WFE Confidential Information for purposes of developing or operating products or services for third parties in competition with the Platform or WFE (vii) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material on the Platform; (viii) upload, disseminate, store or transmit viruses, Trojan horses or any other harmful code, files, scripts, agents, or other programs to the Platform, or otherwise engage in a malicious act or disrupt its security, integrity, or operation of the Platform; (ix) attempt to gain unauthorized access to the Platform or its systems or networks; or (x) use the Platform in violation of applicable law. C) Suspension for Ongoing Harm. WFE may, with reasonable notice to Customer if possible, suspend Customer or any User's access to the Platform in the event that WFE reasonably determines that Customer or such User has violated the terms and conditions of this Agreement. In the event WFE suspends Customer's or a User's Platform access, WFE will use commercially reasonable efforts to limit the suspension and to work with Customer to resolve the issues causing such suspension. Customer agrees that WFE will not be liable for any suspension of the Platform under the circumstances described in this Section 2(C). 3) Responsibilities A) Customer Responsibilities i) Use of the Platform. Customer will: (a) be responsible for obtaining and maintaining, at Customer's expense, all of the necessary telecommunications, computer hardware, software, and Internet connectivity required by Customer or any User to access the Platform from the Internet, as well as for enabling integration with any systems used by Customer as required for the operation of the Platform; (b) be responsible for all activity occurring under User accounts; (c) prevent unauthorized access to or use of the Platform, and notify WFE promptly of any such unauthorized access or use; and (d) use, and cause Users to use, the Platform only in accordance with the Documentation, the Privacy Policy, the Terms of Use, and applicable laws and government regulations. WFE will have the right, but is not obligated to, review and monitor all use of the Platform to ensure compliance with the terms and conditions of this Agreement. ii) Communication a) Initial Launch. Customer will work with WFE on a launch program to inform all Users about WFE and education benefits. The launch communication will include, but Page 4 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge will not be limited to, an invitation to be sent by WFE or by Customer to each User providing all necessary information regarding WFE program features and accessibility. b) Ongoing Communications. Customer will, jointly with WFE, plan and execute a communication program (the "Program") for periodic communications from Customer and/or WEE to promote the Platform to Users. The Program will include a combination of communication materials such as emails, intranet links, and other promotional materials, as agreed upon between the parties. Customer will be responsible for any costs associated with the production and mailing of any non -electronic communication materials as part of the Program. iii) HRIS. Customer will enable integration between Customer's HRIS and the Platform to the extent necessary to allow for provision of the Platform and Services and will ensure the HRIS system is complete and up-to-date at all times. iv) Where Approval Services are included in an Order Form, Customer will: a) provide to WFE written policies and guidelines according to which tuition assistance benefits for its employees will be reviewed, approved and/or denied by WFE; b) provide a dedicated point of contact responsible for providing direction to WFE advising staff regarding Customer's tuition benefit plan and exception requests. Such contact will respond to WFE inquiries within one (1) business day; and c) Maintain responsibility for any applicable claw -back of funds, facilitation of payments to individuals, and tax implications related to reimbursement. v) Where SLR Services are included in an Order Form, Customer will: a) Provide to WFE written policies and guidelines according to which SLR requests for its Users will be reviewed by Customer and determine whether the correct documentation has been submitted for Customer review; b) Provide a dedicated point of contact responsible for providing direction to WFE staff regarding Customer's SLR benefit policy and submission of requests for Customer review. Such contact will respond to WFE inquiries within one (I) business day; and c) Maintain responsibility for ultimate review, approval, and/or denial of a User's SLR benefit request, and, if applicable, transferring any funds to User or others related to SLR. Page 5 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge vi) Where Payer Services are included in an Order Form, Customer will: a) Enable WFE to perform the Payer Services on behalf of Customer as further detailed in Section 6(B)(ii); b) Provide initial funding for the Pre -Funded Account (defined below) based on Customer's reasonably projected Education Provider Fees (defined below); c) Maintain a positive balance in the Pre -Funded Account throughout the Term, including by depositing additional funds following any notice by WFE of a low balance; d) Agree to process of paying Education Provider Fees at time of the add/drop deadline for the applicable Education Provider course; e) Enable integration of Customer's HRIS with the Platform; f) g) Enable WFE Approval Services as described in Section 1(C) of this Agreement; Provide a point of contact responsible for advising WFE on Customer tuition benefits policy matters and who is capable of responding to WFE requests within one (1) business day; h) Maintain responsibility for the accuracy of information provided through its HRIS; i) Maintain responsibility for any applicable clawback of funds; and j) Maintain responsibility for tax implications related to the allotment of Education Provider Fees or any benefit allotment. vii) Third -Party Software. Customer may request to use Third -Party Software in conjunction with Customer's use of the Platform. Customer's use of any Third -Party Software will be subject to any applicable third -party terms of service, and it is Customer's responsibility to review any third -party terms of service. WFE makes no warranty with respect to any Third -Party Software. If Customer requests the use of Third -Party Software in conjunction with the Platform, Customer agrees that WFE may enable such third -party providers to access and use Customer Data for the interoperation of such Third -Party Software with the Platform. WFE PROVIDES ANY THIRD -PARTY SOFTWARE "AS IS" AND WFE DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD -PARTY SOFTWARE (WHETHER RELATED TO SUPPORT, AVAILABILITY, SECURITY, PRIVACY OR OTHERWISE) AND FOR THE ACTS OR OMISSIONS OF ANY THIRD -PARTY PROVIDERS. WFE DOES NOT WARRANT ANY SUCH THIRD- PARTY SOFTWARE, REGARDLESS OF WHETHER SUCH THIRD -PARTY Page 6 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge SOFTWARE IS PROVIDED BY A THIRD -PARTY THAT IS DESIGNATED BY WFE AS "APPROVED", "RECOMMENDED" OR SUCH SIMILAR DESIGNATION. viii) Open Source Software. Customer acknowledges and agrees that the Platform may incorporate software components that are "open source" or are otherwise made available to the public on a free basis ("Open Source Software"). Nothing in this Agreement limits Customer's rights or obligations under the terms and conditions of any applicable end user license for the Open Source Software. The terms of the licenses for the Open Source Software will not impose any additional restrictions on Customer's use of the Platform as permitted by this Agreement or negate or amend any of WFE's responsibilities with respect to the Platform. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WFE PROVIDES ANY OPEN SOURCE SOFTWARE "AS IS" AND WFE DISCLAIMS ALL WARRANTIES, LIABILITY AND RESPONSIBILITY FOR ANY OPEN SOURCE SOFTWARE (WHETHER RELATED TO SUPPORT, AVAILABILITY, SECURITY, PRIVACY OR OTHERWISE). B) WFE Responsibilities i) Modifications. WFE may add or modify the functionality or features of the Platform from time to time, including all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades, and changes to the Platform (each a "Modification"). Customer will be able to access and use any Modifications in the same manner as made commercially available by WFE to other similarly situated customers. ii) SLA. WFE will provide the Platform to Customer and Users in accordance with the service levels set forth by WFE, as set out in the SLA, which is available through the Platform. iii) Security. WFE will, in accordance with applicable industry standards, implement and maintain reasonable administrative, physical, and technical safeguards designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of any Customer Data, as more fully described in Exhibit B, attached and incorporated herein. iv) Services. WFE will use commercially reasonable efforts to provide the Services to Customer and Users as specified in an Order Form(s). a) Where Approval Services, SLR Services, and/or Payer Services are included in an Order Form, WFE will provide Approval Services, SLR Services, and/or Payer Services and adhere to agreed upon service level agreement responsiveness thresholds. For clarity, WFE is not responsible for approval or denial of any SLR benefit requests and is not responsible for transferring any funds or payment related to SLR benefits. Page 7 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge v) WFE Personnel. WFE will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the obligations set forth in this Agreement. 4) Customer Data. Subject to the terms of this Agreement, Customer grants WFE a non-exclusive, limited, transferable, sublicensable license for the Term to use, reformat, display, process, store, and modify Customer Data, solely for the purpose of providing the Platform to Customer and Users, as applicable. Customer agrees that (a) it is solely responsible for collecting, inputting and updating all Customer Data; (b) Customer Data will not include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark, privacy, or other intellectual property right of any third -party; and (c) Customer Data will not contain anything that is obscene, defamatory, harassing, offensive, malicious, or unlawful. WFE may monitor Customer's and Users' use of the Platform and collect and compile Aggregated Data. WFE will retain all right, title, and interest in and to such Aggregated Data and may use the Aggregated Data for any lawful purpose. 5) Intellectual Property A) Ownership of Platform. WFE will retain sole and exclusive Intellectual Property Rights in and to the Platform and the Aggregated Data. Customer acknowledges and agrees that it will not take any action inconsistent with such ownership. All rights in and to the Platform and the Aggregated Data not expressly granted to Customer in this Agreement are reserved. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Platform or the Aggregated Data, or any part thereof. B) Ownership of Customer Data. As between the parties, Customer will retain sole and exclusive Intellectual Property Rights in and to the Customer Data. WFE acknowledges and agrees that it will not take any action inconsistent with such ownership. All rights in and to the Customer Data not expressly granted to WFE in this Agreement are reserved. Except as expressly set forth herein, no express or implied license or right of any kind is granted to WFE regarding the Customer Data, or any part thereof. C) Copyright Notice. WFE may place copyright and/or proprietary notices, including hypertext links, within the Platform. Customer will not alter or remove such notices without WFE's written permission. Notwithstanding anything to the contrary in this Agreement, WFE will not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge of a general nature acquired during the course of providing the Platform or Services, including information publicly known or available or that could reasonably be acquired in similar work performed for another customer of WFE. D) Use of Name. Customer will not use the name(s), trademark(s), trade name(s), or service mark(s) (whether registered or not) of WFE or make any announcements or statements to the public concerning the relationship between the parties or the transactions described herein, without the prior written consent of WFE. Customer hereby grants WFE permission to make Page 8 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge reasonable use of the name of Customer for WFE's promotional activities, marketing materials, case studies, and to provide the Platform to Customer under this Agreement. E) Feedback. Customer may provide to WFE suggestions, enhancement requests, recommendations, or other feedback regarding the Platform or Services ("Feedback"). Customer grants to WFE a royalty -free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use, modify, and incorporate any Feedback into the Platform, Services, or any other WFE products, services, or offerings. WFE will have no obligation to use any such Feedback. 6) Payment A) WFE Fees i) WFE will submit invoices to Customer for all fees or charges as set forth on the applicable Order Form ("WFE Fees"). Payment will be due forty five (45) days from Customer's receipt of invoice. Customer agrees to pay all applicable sales, use, transfer or other taxes and all duties whether international, national, state, or local which are levied or imposed for any reason in connection with an Order Form, other than taxes on WFE's income. ii) Any payment not received within forty five (45) days of invoice receipt will accrue interest at a rate of one and one-half percent (I I/2%) per month, or the highest rate allowed by applicable law, whichever is lower. If Customer is delinquent in its payments, WFE may, upon prior written notice to Customer, and at WFE's sole discretion (a) terminate this Agreement, (b) suspend Services provided to Customer in whole or in part until payment in full has been made to WFE, and/or (c) require other assurances to secure Customer's payment obligations hereunder. iii) In the event of any invoiced fees for which Customer disputes in good faith, Customer will provide WFE with written notice of the disputed amount within thirty (30) days of invoice receipt and will timely pay any undisputed portion of such invoice. Customer will cooperate in good faith with WFE in an attempt to resolve any disputed invoice or portion thereof within thirty (30) days of notice of dispute. Within thirty (30) days following the resolution of any dispute, Customer will pay to WFE the resolved amount of fees due WFE. B) Direct Bill Education Provider Fees and Payer Services i) Except as set forth in Section 6(B)(ii), all amounts owed to an Education Provider for services provided by that Education Provider to Customer ("Education Provider Fees") will be paid directly by Customer to Education Provider, and such charges and payments are beyond the scope of this Agreement. ii) Only for those Education Providers and programs identified in the Order Form(s) as "Direct Bill Provider Programs," the parties will enter into a Payer Service Addendum. Page 9 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge Accordingly, WFE will facilitate such direct bill services as set forth in the Payer Services Addendum. 7) Term and Termination A) Term. The term of this Agreement will commence on the Effective Date and will continue in full force and effect as long as any Subscription Term remains in effect (the "Term"), unless earlier terminated as provided herein. Each Subscription Term will have the length set forth on the applicable Order Form, provided that if no length is specified then the Subscription Term will have a length of three (3) years. Unless otherwise provided on the applicable Order Form, each Subscription Term will automatically renew for additional one- year periods unless either party provides the other party with written notice of its intent not to renew at least ninety (90) days before the end of the then -current Subscription Term. B) Termination for Breach. This Agreement and/or any Order Form may be terminated by either party for breach if the breaching party fails to cure the breach to the other party's satisfaction within thirty (30) days' written notice of intended termination that identifies the breach with enough specificity to permit the breaching party to work towards curing it. C) Termination for Convenience. This Agreement and/or any Order Form may be terminated by either party without cause upon ninety (90) days' written notice. D) Effect of Termination on Customer Data. For a period of thirty (30) days following the expiration or termination of any Subscription Term or this Agreement, WFE (i) will not intentionally take any action to remove or delete any Customer Data, (ii) will not prevent access by any Users designated by Customer for the sole purpose of transferring any Customer Data, and (iii) will provide any transition assistance that may be reasonably requested by Customer to transfer any Customer Data. E) Notwithstanding anything to the contrary in this Agreement or any Order Form, in the event of an early termination by WFE under Section 7(B) or by either party under Section 7(C), Customer will remain responsible for any WFE Fees and Education Provider Fees due to WFE for any (i) students currently enrolled; (ii) students enrolled in the next semester; and (iii) any additional fees otherwise required by any regulator or other competent governmental authority. Notwithstanding anything to the contrary in this Agreement or any Order Form, in the event of an early termination by WFE under Section 7(C), WFE will issue a pro rata refund of any prepaid WFE Fees for the unused Subscription Term. F) Procedure upon Termination. Upon the effective date of termination of this Agreement, WFE will cease providing the Platform and any Services, Customer will cease, and will cause its Users to cease, using the Platform, and all payment obligations of Customer through the effective date of termination will immediately become due. Page 10 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge 8) Warranty A) General. Each party represents and warrants that: (i) it has the power to enter into and perform this Agreement; (ii) this Agreement constitutes a valid and binding obligation on it, enforceable in accordance with its terms; and (iii) it will comply with all applicable laws and governmental regulations. B) Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 8(A) AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN "AS IS, WHERE IS" BASIS AND WFE MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, SERVICES OR ANY OTHER MATERIALS OR SERVICES PROVIDED HEREUNDER. WFE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, WARRANTIES OF ACCURACY, AND NONINFRINGEMENT. WFE DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS CAN OR WILL BE CORRECTED. 9) Confidentiality A) Subject to the Public Records Law of Chapter 119, Florida Statutes, as amended, each party will (i) maintain the confidentiality of the other party's Confidential Information using the same degree or care as it uses to safeguard its own confidential or proprietary information, provided that it uses at least a reasonable degree of care; (ii) refrain from using the other party's Confidential Information except for the purpose of performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any party except to its employees, subcontractors and agents as is reasonably required in connection with this Agreement and who are subject to confidentiality obligations at least as protective as those set forth in this Section 9. The Receiving Party may disclose Confidential Information to the extent required by law or court order if the Receiving Party provides prompt notice (to the extent such notice is allowed by law) and reasonable assistance to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure and provided that any information so disclosed retains its confidentiality protections for all other purposes. B) Data Privacy i) Subject to the Public Records Law of Chapter 119, Florida Statutes, as amended, Customer represents and warrants that before providing personal information to WFE or its agents, it will comply with any laws applicable to the disclosure of personal information, including providing notices to or obtaining permission from third parties to allow sharing of their personal information with WFE under this Agreement. Page 11 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge ii) Handling of PII. Subject to the Public Records Law of Chapter 119, Florida Statutes, as amended, if Customer, in receiving Services under this Agreement, provides and/or receives any personally identifiable information, as such term is defined under applicable privacy laws ("PII"), each party will maintain the confidentiality of such PII and treat such PII as Confidential Information. WFE will use commercially reasonable efforts to handle PIT in compliance with applicable federal, state, local, and foreign privacy and data - protection laws, including, but not limited to, the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g ("FERPA"), and its implementing regulations. WFE will promptly notify Customer of any unauthorized, wrongful, or unlawful use, sharing, maintenance, transmission, disclosure, processing, or deletion of PII. WFE will reasonably cooperate with Customer requests to mitigate any unauthorized third party access to PII. C) Customer agrees and acknowledges that WFE will be entitled to share Customer Data and/or information regarding Users, which may include information governed by FERPA, with Education Providers as reasonably necessary to provide Services to Customer. 10) Mutual Indemnification; Limitation of Liability A) WFE Indemnification. WFE agrees to indemnify, defend, and hold harmless Customer, its Affiliates, and their respective officers, directors, and employees from and against all third - party claims, demands, liabilities, suits, damages, costs, and expenses of every kind and description, including fines, penalties, and reasonable attorneys' fees, proximately resulting from: (i) any intentional or negligent act or omission of WFE or its officers, directors, contractors, agents, or employees; (ii) any breach by WFE of any obligation, representations, or warranties under this Agreement; or (iii) any infringement of a third party's Intellectual Property Rights by the Platform. WFE has no obligation for the foregoing if the claim results, in whole or in part, from or is based upon: (a) Third -Party Software(b) the combination, operation or use of the Platform with software or data not provided by WFE; (c) any modification of the Platform by a party other than WFE; (d) Customer's continuance of allegedly infringing activity after being notified thereof, or after being notified of modifications that would have avoided the alleged infringement; (e) any intentional or negligent action or omission of Customer or its officers, directors, contractors, agents, Users, or employees; (f) any breach by Customer of any obligations or representations under this Agreement; or (g) any infringement of any third party's Intellectual Property Rights relating to Customer Data. If any portion of the Platform becomes or, in WFE's reasonable opinion, is likely to become, the subject of a claim of infringement, WFE may, at its option and expense, (w) obtain the rights needed for Customer to continue the use the Platform; (x) replace the Platform with a non -infringing, substantially similar platform; (y) modify the Platform so it becomes non -infringing; or (z) terminate this Agreement and issue a prorated refund to Customer of the prepaid WFE Fees for the remaining Subscription Term. The rights and remedies granted to Customer under this Section state WFE's entire liability, and Customer's sole and exclusive remedy, with respect to an infringement by WFE of a third party's Intellectual Property Rights. Page 12 Rev. 11.2023 WORKFORCE EDGE CUSTOMER AGREEMENT Workforce Edge B) The indemnified party will: (i) promptly notify the indemnifying party of any claim; (ii) give the indemnifying party sole control over the defense and settlement of the claim; and (iii) reasonably cooperate with the indemnifying party's defense. Any settlement of a claim will include full indemnification of the indemnified party. The indemnifying party will not settle any claim, suit, or proceeding in a manner which admits any indemnified party liability, requires any payment by the indemnified party, or requires any other action by the indemnified party without the prior written consent of the indemnified party. Any failure or delay or alleged delay in providing notice of a claim will not adversely affect the indemnified party's right to indemnification hereunder, unless and then only to the extent that such failure or delay or alleged delay has resulted in actual prejudice to the indemnifying party. Nothing in this Section 10(C) will be construed to restrict the indemnified party from retaining its own independent counsel at its own cost. C) Limitation of Liability. To the extent permitted by law, except for WFE's indemnification obligations or damages arising from WFE's any intentional or negligent act or omission: IN NO EVENT WILL WFE OR ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, BUSINESS LOSS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, INCIDENT TO OR ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RESULTING FROM THIS AGREEMENT, WHETHER OR NOT WFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND ii. WFE'S AND ITS AFFILIATES' LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY CUSTOMER TO WFE IN THE PREVIOUS TWELVE (12) MONTHS OR (B) S1,000. 11) Miscellaneous A) Equitable Remedies. The parties understand and agree that any use or dissemination of any Confidential Information of the other party provided hereunder in violation of this Agreement, including any unauthorized disclosure to any third party, or misappropriation of a party's Intellectual Property Rights, will cause the Disclosing Party non -infringing party irreparable harm, and leave no adequate remedy at law and will entitle the Disclosing Party or non -infringing party to seek injunctive relief in addition to all other remedies available under law. B) Severability. In the event any portion of this Agreement will be held illegal, void, invalid, or ineffective, the remaining portions hereof will remain in full force and effect. If any of the terms or provisions of this Agreement are in conflict with any applicable statute or rule of law, then such term(s) or provision(s) will be deemed automatically modified to conform to such statute or rule of law to effectuate the parties' intent as closely as possible. The parties intend that the rights, obligations, and restrictions created by this Agreement be enforced to the maximum permissible extent. Page 13 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge C) Waiver. No failure or delay on the part of either party hereunder in either exercising or enforcing any right, including any partial exercise or enforcement of any such right, hereunder will operate as a waiver of, or impair, any such right or any other right hereunder. No waiver of any such right will have effect unless given in a signed writing. D) Independent Contractor Relationship. In accordance with the mutual intentions of WFE and Customer, this Agreement establishes between them an independent contractor relationship, does not create any employer -employee, agency or partnership relationship, and all of the terms and conditions of this Agreement will be interpreted in light of that relationship. Customer will not have any authority to bind WFE to any commitments. E) Non —Solicitation. Except as otherwise expressly agreed to by the parties in writing, during the Term of this Agreement and for a period of one (1) year following its termination or expiration, each party agrees not to directly or indirectly or through third parties solicit or hire for employment any of the employees providing and/or requesting Services under this Agreement. This provision will not apply to hiring any candidate who submits an otherwise unsolicited response to either party's use of broad recruitment tools. During the Term of this Agreement and for a period ofone (1) year thereafter, Customer will not solicit any Education Provider in a manner which would cause, or could reasonably be expected to cause, a direct conflict of interest with WFE, including negotiating discounts and/or agreements directly with Education Providers introduced to Customer in receiving the Platform or Services under this Agreement. F) Entire Agreement. This Agreement, together with any Order Form(s) hereunder, represents the entire understanding between the parties with respect to the subject matter contained herein and supersedes all prior understandings, communications, and agreements, whether oral or written, between the parties with respect to the subject matter herein. This Agreement may be modified only with a written instrument duly executed by each of the parties. G) Assignment. This Agreement may not be assigned by Customer without the prior written consent of WFE. Any attempted assignment or transfer without such consent will be null and void. H) Counterparts; Electronic Signatures. This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed to be an original against either party whose signature appears thereon, but all of which together will constitute one and the same instrument. An executed facsimile, electronic software signature (such as Adobe e-signature or DocuSign) or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on 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. Page 14 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge I) Survival. Any provision of this Agreement which contemplates performance or observance subsequent to termination or expiration of this Agreement, including, but not limited to Sections 1, 5, 6, 7(D)-(F), 8(B), 9-1 1 will survive termination or expiration of this Agreement and continue in full force and effect. J) Joint Drafting. This Agreement is deemed to have been drafted jointly by the parties. Thus, the parties agree that the common-law principles of construing ambiguities against the drafter will have no application hereto. The Agreement should be construed fairly and not in favor of or against one party as the drafter hereof. Captions used herein are for convenience only and will not be deemed a part of this Agreement or be used to construe any of the provisions hereof. K) Technology Export. Customer will not: (i) permit any third party to access or use the Platform in violation of any U.S. law or regulation; or (ii) export the Platform or otherwise remove it from the United States except in compliance with all applicable laws and regulations. L) Notice. All notices will be addressed to the respective addresses below in writing and provided personally to the person identified below or by prepaid certified mail, return receipt requested or expedited delivery service or email transmission. All notices will be deemed given and effective, at the earliest of the following: immediately upon personal delivery, on the date of confirmed delivery set forth by certified mail receipt, or on the fifth (5th) day following deposit in U.S. mail. In the event Customer fails to provide a notice address within this Section 11(M), notice may be addressed to the address identified above in this Agreement. If to WFE: Workforce Edge, LLC 2303 Dulles Station Boulevard Herndon, VA 20171 Attention: General Counsel With a copy to email: contracts@strategiced.com If to Customer: City of Miami 444 SW 2nd Ave Miami, FL 33130 Attention: Office of City Attorney Email: GKWysong@miamigov.com 12) Compliance with Florida Public Records Law A) WFE understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow reasonable access by the City and the public to applicable documents subject to disclosure under applicable laws. WFE's failure or refusal to comply Page 15 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge with the provisions of this section shall result in the immediate termination of this Agreement by the City. B) To the extent applicable, WFE shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if WFE does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of WFE or keep and maintain public records required by the City to perform the Service, if WFE transfers all public records to the City upon completion of the Agreement, WFE shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if WFE keeps and maintains public records upon completion of the Agreement, WFE shall meet all applicable requirements for retaining public records, all records stored electronically shall be provided to the City, upon request from the City's custodian of public records, in standard SQL format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, WFE shall be pemritted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C) Should WFE determine to dispute any public access provision required by Florida Statutes, then WFE shall do so at its own expense and at no cost to the City. IF WFE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO WFE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 S.W. 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. WFE MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 13) Nondiscrimination WFE represents and warrants to the City that WFE does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with WFE's performance under this Agreement on account of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor. WFE further covenants that no otherwise qualified individual shall, solely by reason of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor, be excluded from Page 16 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 14) E-Verify Employment Verification By entering into this Agreement, WFE is obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." WFE affirms that WFE has registered and uses the U.S. Department of Homeland Security's E- Verify system to verify the work authorization status of all new employees of WFE. Registration information is available at: http://www.uscis.gov/e-verify. If the City has a good faith belief that WFE has knowingly violated Section 448.09(1), Florida Statutes, then the City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, WFE agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City or WFE no later than twenty (20) calendar days after the date of Agreement termination. 15) Antitrust Violator Vendors A person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any contract to provide any good or services to a public entity; may not submit a bid, proposal, or reply on any contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under a contract with a public entity; and may not transact new business with a public entity. WFE represents and warrants that WFE has not been placed on the antitrust violator vendor list. 16) Anti -Human Trafficking WFE confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. WFE shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti - Human Trafficking Affidavit". If WFE fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to WFE for any additional compensation or for any consequential or incidental damages. 17) Contingency Clause Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice. Notwithstanding the foregoing, Customer Page 17 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge represents and warrants that it shall remain responsible for any and all Education Provider Fees incurred as set forth in Section 6(B). 18) No Conflict of Interest Pursuant to City of Miami Code Section 2-612, as amended (("City Code"), regarding conflicts of interest, WFE hereby certifies, to the best of its knowledge, to the City that no individual member of WFE and no WFE employee under this Agreement nor any immediate family member of any of the same is also a City employee or a member of any board, commission, or agency of the City. WFE hereby agrees that throughout the term of this Agreement, WFE and its employees, will abide by this prohibition of the City Code. WFE additionally agrees during the term of this Agreement and to the extent permitted by law, not to serve as a paid expert witness, affiant or otherwise furnish evidence adverse to the City in a claim brought against the City by any third party. 19) Insurance Requirements The following are the minimum required insurance limits and may not be construed or otherwise interpreted to limit or restrict WFE's indemnification obligations pursuant to this Agreement: A) Commercial General Liability i) Limits of Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 ii) Endorsements Required. Upon request, City of Miami shall be listed as additional insured on a contingent exposures included, primary and non-contributory basis. B) Worker's Compensation/Employer's Liability i) Limits of Liability - Statutory C) Employer's Liability i) Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee $500,000.00 for bodily injury caused by disease, policy limit Page 18 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce D) Professional Liability/Errors and Omissions Coverage i) Combined Single Limit Each Claim General Aggregate Limit $1,000,000.00 $1,000,000.00 The insurance company issuing above listed insurance policies 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 Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. Workforce Edge, LLC "City" a limited liability coy zany, CITY OF MIAMI, a municipal corporation: BY: Dani 1 DATE: SAMOYED ATTEST: Chi inancialOfficer .3//7/7z BY: DocuSigned 8.700975.1018. Arthur Noreiga V, City Manager May 23, 2025 1 15:20:18 EDT DATE: rate e retary/Notary Public ATTEST: ABBY MICHAEL RICE NOTARY PUBLIC REG. #00320720 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES NOVEMBER 30, 2028 APPROVED AS TO LEGAL FORM AND CORRECTNESS: �oo��s�a�•a n,: Gcere� I Risak/ III rDS tAjtc George K. Wysong III 21-1564 City Attorney Todd Hann() . .t} lre14 by: . =GYgY OF City S al L O'6 YOP` APPROVED AS TO INSURANCE REQUIREMENTS: Cz7395C6318z,4, Ann -Marie Sharpe, Director Risk Management Page 19 Rev. 1 1.2023 WORKFORCE EDGES CUSTOMER AGREEMENT EXHIBIT A Workforce Edge Service Level Agreement (SLA) Definitions "Available" means that the Platform, taken as a whole, materially conforms to the Documentation and is available for use by Customer. "Business Day" means Monday to Friday, other than Observed Holidays. "Business Hours" means 8:00 am to 5:00 pm U.S. Central Standard Time on Business Days. "Downtime" means all Excused Downtime plus all Unexcused Downtime. Workforce Edge "Excused Downtime" means the period of time during Measured Hours when the Platform is not Available because of: (i) Scheduled Maintenance, (ii) Observed Holidays, or (iii) circumstances beyond WFE's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software, or power systems not within WFE's possession or reasonable control, and denial of service attacks. "Measured Hours" means twenty-four (24) hours per day, seven (7) days per week, three hundred and sixty-five (365) days per year. "Observed Holidays" means any of New Year's Day, Martin Luther King Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day, Friday After Thanksgiving, or Christmas Day. "Scheduled Maintenance" means the period of time during Measured Hours that the Platform is not Available due to routine maintenance, as and when communicated by WFE to Customer. Weekly Scheduled Maintenance is scheduled on Tuesdays from 2:00am to 6:00am, Central Standard Time. "Response" means a written or oral acknowledgement of receipt of a given issue. "Resolution" with respect to a given issue, means correction of the given issue or implementation of a workaround, in either case leading to restoration of Availability. "Unexcused Downtime" means the period of time during Measured Hours when the Platform is not Available other than Excused Downtime. Page 20 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge Workforce Edge Targeted Support Expectations The Platform is expected to be Available 24 hours a day, 7 days a week, except for Excused Downtime. WFE support intends to Respond to all initial support requests within. 8 Business Hours. Customers will be provided with additional communication upon examination of the request. The Resolution time is dependent on the level of severity, complexity, and number of impacted Users, as described in the Support Availability and Reporting section below. Workforce Edge Platform Uptime WFE will use commercially reasonable efforts to make the Platform Available at least 98.5% of the time during each calendar month. Availability for a given calendar month is measured by the following equation: (Add) (Measured Hours — Downtime) Availability 0 = x100 (Measured Hours — Excused Downtime) Availability can be viewed at the Workforce Edge Status Page. Support Availability and Reporting WFE support is available during Business Hours, When an issue is encountered, the User should notify WFE using the chat feature on/through the Platform, via phone at (833) 353-0559, or via email at support c(i,workforceedge.com. WFE will determine the Priority of each reported issue according to the following definitions: Priority Low Medium High Critical Severity No disruptions Temporary Disruption to Critical of core services, workaround is available. disruption to core services, workaround is likely available. core services impacting multiple users, no workaround available disruption to core and/or business process affecting multiple users, no workaround available. Urgency Immediate Immediate Immediate Immediate triage Resolution is not Resolution is not evaluation and and Resolution needed. needed. prioritized preparation. Resolution is needed. WFE support will then use commercially reasonable efforts to Respond to and Resolve each reported issue as follows: Page 21 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge SLA Targets Low Medium High Critical 90% First Response Time Within 8 Business Hours Within 8 Business Hours Within 8 Business Hours Within 4 Business Hours 80% Resolution Time Within 6 weeks Within 4 weeks _ Within 2 weeks Within 3 Business Days Customers will be provided with additional communication upon WFE's examination of the request. The Resolution time is dependent on the level of severity, complexity, and number of impacted Users, as well as the Priority of the issue. WFE's ability to Respond to and/or Resolve any issue may depend on Customer meeting each of the following assumptions: • Providing complete, timely and accurate information and authorizations as reasonably requested or required by WFE; • Adhering to policies and processes established by WFE in this SLA for reporting service failures and incidents and prioritizing service requests, including reporting the applicable incident, outage or defect to the addresses above; and • Making a representative available for resolving service -related incidents or requests. Customer acknowledges and agrees that these the Response and Resolution times in the above table are targets, and that WFE does not guarantee that any given issue will be responded to or resolved within these timeframes. Feature Enhancements Customer or any User may recommend new features by communicating their request to wfeproduct(c),workforceedge.com. New product features are evaluated on a bi-weekly basis. If the feature is approved, it will be placed in a queue for the technical implementation team prioritization based on effort, impact, and value. All recommendations for new features are considered Feedback, as defined in the Agreement. Service Level Agreement Updates As WFE's business continues to evolve, WFE reserves the right to adjust this SLA at any time, on any or no notice to Customer. WFE will post the updated SLA on the customer workspace in the Platform. The updated SLA will be effective from the date it is posted, so WFE encourages Customer to regularly check the customer workspace portal for updates. Document History Version 1.1 Last updated 05/03/2023 Page 22 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER AGREEMENT Workforce Edge EXHIBIT B PII Information List of PII Information used and stored by Workforce Edge. First and Last name Email (either company or personal) Employee ID Employment Status Password Company Location Department Tenure Full Time Equivalency Supervisor Email Supervisor Name Employee Start Date Employee Standing Highest Level of Education Position Mobile Phone Number Zip Code Optional Information Categories -Defined by the client Attributes - Defined by the client Page 23 Rev. 11.2023 WORKFORCE EDGE® CUSTOMER ORDER FORM Workforce Edge This Order Form ("Order Form") is governed by the terms of the Customer Agreement ("Agreement") made and entered into on March 12, 2025 between Workforce Edge, LLC ("WFE") and City of Miami ("Customer"). This Order Form is made and entered into by WFE and Customer as of the date last signed below. CUSTOMER INFORMATION CUSTOMER INFORMATION: City of Miami 444 SW 2nd Ave Miami, FL 33130 BILL TO: City of Miami 444 SW 2nd Ave Miami, FL 33130 CUSTOMER CONTACT INFO:. Contact Name: Richard McLaren Contact Email: rmclaren@miamigov.com Contact Phone: 305-416-1958 BILLING CONTACT INFO: Billing Contact: Richard McLaren Billing Email: rmclaren@miamigov.com Billing Phone: 305-416-1958 Billing Fax: 305-400-5020 SERVICES Services Description Workforce Edge License Preferred Education Provider Network Workforce Edge Advising Services Dedicated Client Success Manager Fee $0 Included $0 $0 Implementation and Training Services Technical Integration(s); SSO, HRIS, Payroll $0 TOTAL FEE $0 $0 TERMS AGREEMENT TERMS: 3 year agreement effective March 12, 2025 and expiring on March 11, 2028 RENEWAL: Automatic renewal at current fees, not to exceed 3% increase, unless 90 days written notice provided WORKFORCE EDGE® CUSTOMER ORDER FORM Revised: 3.2024 WORKFORCE EDGE® CUSTOMER ORDER FORM Workforce Edge ADDITIONAL TERMS: Requests for additional education providers to be included in the Preferred Network is not a guarantee of education provider participation. WFE will provide good faith effort to negotiate Agreements and discounts with additional Preferred Network Providers on behalf of Customer. This Order Form may be signed in counterparts and via email and fax, each of which is considered an original and together constitute the entirety of this Agreement. Agreed to and accepted: Workforce Edge, LLC "City" a limited liability coj;anyj CITY OF MIAMI, a municipal corporation: BY: Dani 1 DATE: ATTEST: Chi inancial Officer 3l,1./ / Zags, orporate Secretary/Notary Public ABBY MICHAEL RICE NOTARY PUBLIC REG. #00320720 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES NOVEMBER 30, 20213 APPROVED AS TO LEGAL FORM AND CORRECTNESS: ateret. (Uywwd III DS^ F George K. Wysong 111 21-1564 City Attorney BY: Arthur Noreiga V, City Manager DATE: May 23, 2025 1 15:20:18 EDT ATTEST: 4607560D Todd I-Iannotyg by: City S APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management WORKFORCE EDGE® CUSTOMER ORDER FORM Revised: 3.2024 ORGANIZATIONAL CONSENT OF THE SOLE MEMBER OF WORKFORCE EDGE, LLC THE UNDERSIGNED, being the sole member (the "Member") of WORKFORCE EDGE, LLC, a Delaware limited liability company (the "Company"), in accordance with the Delaware Limited Liability Company Act, takes the actions set forth below without a meeting and evidence its waiver of any rights to dissent from such actions, consenting as follows: I. CERTIFICATE OF FORMATION RESOLVED, that the Certificate of Formation of the Company, having been filed in the office of the Secretary of State of the State of Delaware on November 1, 2019, is hereby approved, adopted and ratified in all respects as the Certificate of Formation of the Company, and that such Certificate of Formation be placed in the Company's minute book. II. APPROVAL OF ACTS; DISCHARGE OF AUTHORIZED PERSON RESOLVED, that the acts of the authorized person in forming the Company, including, without limitation, all actions taken on or prior to November 1, 2019, for the purpose of organizing the Company, be and they hereby are ratified, confirmed and approved, that the authorized person be and shall hereafter always be indemnified and held harmless by the Company from any liability arising out of the formation of the Company, and that the authorized person be and hereby is discharged; and FURTHER RESOLVED, that all other acts taken on behalf of the Company prior to the date hereof by the promoters or any of the persons elected herein as officers are hereby ratified, confirmed and approved. III. LIMITED LIABILITY COMPANY AGREEMENT RESOLVED, that the limited liability company agreement attached hereto as Exhibit A (the "LLC Agreement") is hereby approved and adopted by the Member as the limited liability company agreement of the Company, and the Member shall execute the LLC Agreement to evidence the same; and FURTHER RESOLVED, that the Member be, and it hereby is, appointed as the Managing Member of the Company in accordance with the terms of the LLC Agreement. IV. APPOINTMENT OF OFFICERS WHEREAS, the Member desires to appoint the following individuals to serve as the officers of the Company in the capacities listed opposite their respective names: Name Office(s) Karl McDonnell President Daniel W. Jackson Chief Financial Officer Lizette B. Herraiz Secretary CONFIDENTIAL \\DC - 065846/000061 - 14596480 vl THEREFORE, BE IT RESOLVED, that each of the foregoing individuals is hereby appointed to serve as an officer of the Company and in the capacity listed opposite each individual's name as set forth above, in each instance effective as of the date hereof, each of whom shall serve until such officer's respective successor is appointed and qualified or until such officer's earlier resignation or removal; and FURTHER RESOLVED, that each officer of the Company is hereby authorized to take all actions and to execute, deliver and file all documents and instruments in the name and on behalf of the Company, as any such officer may determine to be necessary or advisable in effecting the foregoing resolutions (such determination to be conclusively, but not exclusively, evidenced by the taking of such actions or the execution of such documents or instruments by any such officer). CONFIDENTIAL \\DC - 065846/000061 - 14596480 vl [Signature pages follow] \\DC - 065846/000061 - 14596480 vl IN WITNESS WHEREOF, the Member has executed this Organizational Consent as of the date set forth below. November 1, 2019 STRATEGIC EDUCATION, INC. By: /d c Name: GlZ0-rT- /S. -fl-E 242-#`1Z Title: E -a-*c NS [Signature Page to Organizational Consent of the Sole Member of Workforce Edge, LLC] Docusign Envelope ID: 8B696F97-F2C8-4957-9619-E5A598EC493D ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovemmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: Workforce Edge, LLC Name: Daniel W. Jackson Officer Title: Chief Financial Officer Signature of Officer: P ja(kSbin, Office Address: 2303 Dulles Station Boulevard, Hemdon, VA 20171 Email Address: Daniel.Jackson@,strategiced.com Main Phone Number: (703) 713-1862 FEIN No.: 85-2695278 STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was sworn to and subscribed before me by means of O physical presence or O online notarization, this day of by , as the authorized officer or representative for the nongovernmental entity.. He/she is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) Signature of Person Taking Oath (Printed, Typed, or Stamped Name of Notary Public) My Commission Expires: Docusign Envelope ID: 8B696F97-F2C8-4957-9619-E5A598EC493D EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024) Docusign Envelope ID: 8B696F97-F2C8-4957-9619-E5A598EC493D Select Year: The 2024 Florida Statutes 2024 v Title Chapter 787 View Entire XLVI KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED Chapter CRIMES OFFENSES 787.06 Human trafficking.— (1)(a) The Legislature finds that human trafficking is a form of modern-day slavery. Victims of human trafficking are young children, teenagers, and adults. Thousands of victims are trafficked annually across international borders worldwide. Many of these victims are trafficked into this state. Victims of human trafficking also include citizens of the United States and those persons trafficked domestically within the borders of the United States. The Legislature finds that victims of human trafficking are subjected to force, fraud, or coercion for the purpose of sexual exploitation or forced labor. (b) The Legislature finds that while many victims of human trafficking are forced to work in prostitution or the sexual entertainment industry, trafficking also occurs in forms of labor exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work, and migrant agricultural work. (c) The Legislature finds that traffickers use various techniques to instill fear in victims and to keep them enslaved. Some traffickers keep their victims under lock and key. However, the most frequently used practices are less obvious techniques that include isolating victims from the public and family members; confiscating passports, visas, or other identification documents; using or threatening to use violence toward victims or their families; telling victims that they will be imprisoned or deported for immigration violations if they contact authorities; and controlling the victims' funds by holding the money ostensibly for safekeeping. (d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for their illegal conduct and that the victims of trafficking be protected and assisted by this state and its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme Court, The Florida Bar, and relevant state agencies prepare and implement training programs in order that judges, attorneys, law enforcement personnel, investigators, and others are able to identify traffickers and victims of human trafficking and direct victims to appropriate agencies for assistance. It is the intent of the Legislature that the Department of Children and Families and other state agencies cooperate with other state and federal agencies to ensure that victims of human trafficking can access social services and benefits to alleviate their plight. (2) As used in this section, the term: (a) "Coercion" means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or Docusign Envelope ID: 8B696F97-F2C8-4957-9619-E5A598EC493D 7. Providing a controlled substance as outlined in Schedule I or Schedule II of s. 893.03 to any person for the purpose of exploitation of that person. (b) "Commercial sexual activity" means any violation of chapter 796 or an attempt to commit any such offense, and includes sexually explicit performances and the production of pornography. (c) "Financial harm" includes extortionate extension of credit, loan sharking as defined in s. 687.071, or employment contracts that violate the statute of frauds as provided in s. 725.01. (d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing, enticing, maintaining, purchasing, patronizing, procuring, or obtaining another person for the purpose of exploitation of that person. (e) "Labor" means work of economic or financial value. (f) "Maintain" means, in relation to labor or services, to secure or make possible continued performance thereof, regardless of any initial agreement on the part of the victim to perform such type service. (g) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive, take possession of, or take custody of another person or secure performance thereof. (h) "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. (i) "Sexually explicit performance" means an act or show, whether public or private, that is live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or appeal to the prurient interest. (j) "Unauthorized alien" means an alien who is not authorized under federal law to be employed in the United States, as provided in 8 U.S.C. s. 1324a(h)(3). The term shall be interpreted consistently with that section and any applicable federal rules or regulations. (k) "Venture" means any group of two or more individuals associated in fact, whether or not a legal entity. (3) Any person who knowingly, or in reckless disregard of the facts, engages in human trafficking, or attempts to engage in human trafficking, or benefits financially by receiving anything of value from participation in a venture that has subjected a person to human trafficking: 0 1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age commits a felony of the first degree, punishable as provided in s. 775.082, s. 83, or s. 775.084. 2. Using coercion for labor or services of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. b Using coercion for commercial sexual activity of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 4 1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 41 Using coercion for commercial sexual activity of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. t 1. For labor or services who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 1 1. For commercial sexual activity who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable by imprisonment for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or s. 775.084. Docusign Envelope ID: 8B696F97-F2C8-4957-9619-E5A598EC493D 2. Using coercion for commercial sexual activity who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. t For commercial sexual activity in which any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age, or in which any person who is mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1), is involved commits a life felony, punishable as provided in s. 775.082(3)(a)6., s. 775.083, or s. 775.084. For each instance of human trafficking of any individual under this subsection, a separate crime is committed and a separate punishment is authorized. (4)(a) Any parent, legal guardian, or other person having custody or control of a minor who sells or otherwise transfers custody or control of such minor, or offers to sell or otherwise transfer custody of such minor, with knowledge or in reckless disregard of the fact that, as a consequence of the sale or transfer, the minor will be subject to human trafficking commits a life felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Any person who, for the purpose of committing or facilitating an offense under this section, permanently brands, or directs to be branded, a victim of an offense under this section commits a second degree felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For purposes of this subsection, the term "permanently branded" means a mark on the individual's body that, if it can be removed or repaired at all, can only be removed or repaired by surgical means, laser treatment, or other medical procedure. (5) The Criminal Justice Standards and Training Commission shall establish standards for basic and advanced training programs for law enforcement officers in the subjects of investigating and preventing human trafficking crimes. Every basic skills course required for law enforcement officers to obtain initial certification must include training on human trafficking crime prevention and investigation. (6) Each state attorney shall develop standards of instruction for prosecutors to receive training on the investigation and prosecution of human trafficking crimes and shall provide for periodic and timely instruction. (7) Any real property or personal property that was used, attempted to be used, or intended to be used in violation of this section may be seized and shall be forfeited as provided by the Florida Contraband Forfeiture Act. After satisfying any liens on the property, the remaining proceeds from the sale of any property seized under this section and owned by a defendant convicted of a violation of this section must first be allocated to pay any order of restitution of a human trafficking victim in the criminal case for which the owner was convicted. If there are multiple human trafficking victims in the criminal case, the remaining proceeds must be allocated equally among the victims to pay restitution. If the proceeds are sufficient to pay any such order of restitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9). (8) The degree of an offense shall be reclassified as follows if a person causes great bodily harm, permanent disability, or permanent disfigurement to another person during the commission of an offense under this section: (a) A felony of the second degree shall be reclassified as a felony of the first degree. (b) A felony of the first degree shall be reclassified as a life felony. (9) In a prosecution under this section, the defendant's ignorance of the victim's age, the victim's misrepresentation of his or her age, or the defendant's bona fide belief of the victim's age cannot be raised as a defense. (10)(a) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity, which is held by an agency, as defined in s. 119.011, is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution. This exemption applies to such confidential and exempt information held by an agency before, on, or after the effective date of the exemption. b Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity may be provided to an agency, as defined in s. 119.011, as necessary to maintain health and safety standards and to address emergency situations in the residential facility. 4 The exemptions from s. 119.07(1) and s. 24(a), Art. I of the State Constitution provided in this subsection do not apply to facilities licensed by the Agency for Health Care Administration. Docusign Envelope ID: 8B696F97-F2C8-4957-9619-E5A598EC493D (11) Avictim's lack of chastity or the willingness or consent of a victim is not a defense to prosecution under this section if the victim was under 18 years of age at the time of the offense. (12) The Legislature encourages each state attorney to adopt a pro -prosecution policy for human trafficking offenses, as provided in this section. After consulting the victim, or making a good faith attempt to consult the victim, the state attorney shall determine the filing, nonfiling, or diversion of criminal charges even in circumstances when there is no cooperation from a victim or over the objection of the victim, if necessary. (13) When a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section. For purposes of this subsection, the term "governmental entity" has the same meaning as in s. 287.138(1). History.—s. 2, ch. 2004-391; s. 1, ch. 2006-168; s. 5, ch. 2012-97; s. 300, ch. 2014-19; s. 7, ch. 2014-160; s. 96, ch. 2015-2; s. 2, ch. 2015-147; s. 3, ch. 2016-24; s. 25, ch. 2016-105; s. 4, ch. 2016-199; s. 2, ch. 2020-49; s. 2, ch. 2021-189; s. 3, ch. 2023-86; s. 7, ch. 2024- 184. Copyright © 1995-2024 The Florida Legislature • Privacy Statement • Contact Us ACORD CERTIFICATE OF LIABILITY INSURANCE `.----- DATE(MM/DD/YYYY) 4/10/2025 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 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 Cobbs, Allen & Hall, Inc. 115 Office Park Drive Mountain Brook AL 35223 License#: 79319 CONTACT NAME:Kelly McLamb PHONE FAX (A/C No Ext): 205-874-1283 (A/C, No): 205-414-8105 E-MAIL DRESS: kmclamb@ Dcacgroup.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Phoenix Ins Co 25623 INSURED STRAEDU-02 Workforce Edge, LLC 2303 Dulles Station Boulevard Herndon VA 20171 INSURERB: Travelers Indemnity Company Of America INSURERC: Travelers Property Casualty Insurance Company INSURERD: Standard Fire Insurance Co 19070 INSURERE: Markel Insurance Company 38970 INSURER F : COVERAGES CERTIFICATE NUMBER: 1869055939 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�OCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRI D 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 A INSD SUBR WVD POLICY NUMBER POLICY EF (MM/DD POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y6304X460806PHX25 /� 1/1/ ,� ^� 5 _ - - 1/1/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE LIMIT APPLIES JECT PRO PER: LOC GENERAL AGGREGATE $ 10,000,000 PRODUCTS -COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY X SCHEDULED BA4X4454832514G 1 025 " 1/1/2026 BBODILYINJURY(Perperson) COMBINED SINGLE LIMIT (Ea accident) $ 1 000 000 $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE CUP4X4820612514 1/1/2025 1/1/2026 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED X RETENTION $ 10.000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y /:A UB4X4474272514G 1/1/2025 1/1/2026 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 E Professional Liability MKLV4PE0002393 1/2/2025 1/2/2026 Per Claim $1,000,000 Aggregate $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder shall be additional insured as respects General Liability as required by written contract. Waiver of Subrogation applies in favor of certificate holder as respects General Liability as required by written contract. General Liability coverage shall apply on a primary and non-contributory basis where required by written contract. Waiver of Subrogation applies in favor of certificate holder as respects Work Comp as required by written contract. 30 days notice of cancellation applies per policy terms and conditions Certificate holder shall be additional insured as respects Auto Liability as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Miami c/o Procurement Department 444 SW 2nd Avenue, 6th Floor Miami FL 33130 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 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD De Vito, Daniel From: Sent: To: Cc: Subject: Good morning Danny, The COI is adequate. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management 14 N.E. 1st Avenue 2nd Floor Miami, Florida 33132 (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com Gomez Jr., Francisco (Frank) Thursday, April 10, 2025 10:12 AM De Vito, Daniel; Quevedo, Terry Aviles, Yesenia RE: PROCUREMENT INSURANCE REVIEW FOR WORKFORCE EDGE LLC "Serving, Enhancing, and Transforming our Community" From: De Vito, Daniel <DaDeVito@miamigov.com> Sent: Thursday, April 10, 2025 10:02 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR WORKFORCE EDGE LLC Good morning Frank, w Please see attached updated COI endorsements. Thank you! Daniel De Vito Procurement Contracting Officer City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Office: (305) 416-1922 Email: dadevito©miamigov.com Helpful Links: For vendor registration click Here For current solicitations please Visit our Solicitation Page Current contracts can be viewed by Visiting our Contract Database For solicitations in the Cone of Silence please visit our Cone of Silence Webpage From: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> �� Sent: Monday, April 7, 2025 6:35 AM To: De Vito, Daniel <DaDeVito@miamigov.com>; Quevedo, Terry <Tedo@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR WORKF )RCE'EDG5C Hello Danny, se c9e. ,\«49 ,•z)ck „O mob' Please amend to include the CAC additional insured with respect to auto. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management 14 N.E. 1st Avenue 2nd Floor Miami, Florida 33132 (305) 416-174o Office (305) 416-1760 Fax fg0MeZ@MiaMigov.com "Serving, Enhancing, and Transforming our Community" From: De Vito, Daniel <DaDeVito@miamigov.com> Sent: Friday, April 4, 2025 4:42 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> .<(v / Subject: PROCUREMENT INSURANCE REVIEW FOR WORKFORCE EDGE LLC b= Good afternoon team, a J Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! O O Daniel De Vito o I Procurement Contracting Officer City of Miami Department of Procurem 0 A 444 SW 2nd Avenue, 6th Floor O 4q.,... Miami, FL 33130 Office: (305) 416-1922 //�1 Email: dadevito@miamigov.f Helpful Links: wr' For vendor registration click Here For current solicitations please Visit our Solicitation Page Current contracts can be viewed by Visiting our Contract Database For solicitations in the Cone of Silence please visit our Cone of Silence Webpage 3 ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: Workforce Edge, LLC Name: Daniel W. Jackson — /i ♦ Officer Title: Chief Financial Officer Signature of Officer: Office Address; 2303 Dulles Station Boulevard, Herndon, VA 20171 Email Address: Daniel.Jackson cz,strategiced.com _ Main Phone Number: (703) 713-1862 FEIN No.: 85-2695278 STATE OF VIRGINIA COUNTY OF FAIRFAX The foregoin instrument was swornrto and subscribed before me by means of E7 physical presence or Cl online notarization, this 2 day of 2 by lrt'ii PI (I`. as the authorized officer or representative for the nongovernmental entity.. He/she is personally known to mq or has produced US ealtrtlas identificati• PFfDi.IE•5£*is ABBY MICHAEL RICE NOTARY PUBLIC REG. #00320720 COMMONWEALTH OF VIRGINIA MY COMMISSION EXPIRES NOVEMBER 30, 2028 y LVlll[Ii 13)1U11 i..tpIiw. Sign.tur of Person l aking O h` b ICe (Printed. Typed, r Stamped rvame of Notary Public) EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024) Select Year: The 2024 Florida Statutes 2024 v Title Chapter 787 View Entire XLVI KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED Chapter CRIMES OFFENSES 787.06 Human trafficking.— (1 )(a) The Legislature finds that human trafficking is a form of modern-day slavery. Victims of human trafficking are young children, teenagers, and adults. Thousands of victims are trafficked annually across international borders worldwide. Many of these victims are trafficked into this state. Victims of human trafficking also include citizens of the United States and those persons trafficked domestically within the borders of the United States. The Legislature finds that victims of human trafficking are subjected to force, fraud, or coercion for the purpose of sexual exploitation or forced labor. (b) The Legislature finds that while many victims of human trafficking are forced to work in prostitution or the sexual entertainment industry, trafficking also occurs in forms of labor exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work, and migrant agricultural work. (c) The Legislature finds that traffickers use various techniques to instill fear in victims and to keep them enslaved. Some traffickers keep their victims under lock and key. However, the most frequently used practices are less obvious techniques that include isolating victims from the public and family members; confiscating passports, visas, or other identification documents; using or threatening to use violence toward victims or their families; telling victims that they will be imprisoned or deported for immigration violations if they contact authorities; and controlling the victims' funds by holding the money ostensibly for safekeeping. (d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for their illegal conduct and that the victims of trafficking be protected and assisted by this state and its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme Court, The Florida Bar, and relevant state agencies prepare and implement training programs in order that judges, attorneys, law enforcement personnel, investigators, and others are able to identify traffickers and victims of human trafficking and direct victims to appropriate agencies for assistance. It is the intent of the Legislature that the Department of Children and Families and other state agencies cooperate with other state and federal agencies to ensure that victims of human trafficking can access social services and benefits to alleviate their plight. (2) As used in this section, the term: (a) "Coercion" means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of s. 893.03 to any person for the purpose of exploitation of that person. (b) "Commercial sexual activity" means any violation of chapter 796 or an attempt to commit any such offense, and includes sexually explicit performances and the production of pornography. (c) "Financial harm" includes extortionate extension of credit, loan sharking as defined in s. 687.071, or employment contracts that violate the statute of frauds as provided in s. 725.01. (d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing, enticing, maintaining, purchasing, patronizing, procuring, or obtaining another person for the purpose of exploitation of that person. (e) "Labor" means work of economic or financial value. (f) "Maintain" means, in relation to labor or services, to secure or make possible continued performance thereof, regardless of any initial agreement on the part of the victim to perform such type service. (g) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive, take possession of, or take custody of another person or secure performance thereof. (h) "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. (i) "Sexually explicit performance" means an act or show, whether public or private, that is live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or appeal to the prurient interest. (j) "Unauthorized alien" means an alien who is not authorized under federal law to be employed in the United States, as provided in 8 U.S.C. s. 1324a(h)(3). The term shall be interpreted consistently with that section and any applicable federal. rules or regulations. (k) "Venture" means any group of two or more individuals associated in fact, whether or not a legal entity. (3) Any person who knowingly, or in reckless disregard of the facts, engages in human trafficking, or attempts to engage in human trafficking, or benefits financially by receiving anything of value from participation in a venture that has subjected a person to human trafficking: t 1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age commits a felony of the first degree, punishable as provided in s. 775.082, s. 83, or s. 775.084. 2. Using coercion for labor or services of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. t Using coercion for commercial sexual activity of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. t 1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. Si Using coercion for commercial sexual activity of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. t 1. For labor or services who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. f 1. For commercial sexual activity who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable by imprisonment for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for commercial sexual activity who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For commercial sexual activity in which any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age, or in which any person who is mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1), is involved commits a life felony, punishable as provided in s. 775.082(3)(a)6., s. 775.083, or s. 775.084. For each instance of human trafficking of any individual under this subsection, a separate crime is committed and a separate punishment is authorized. (4)(a) Any parent, legal guardian, or other person having custody or control of a minor who sells or otherwise transfers custody or control of such minor, or offers to sell or otherwise transfer custody of such minor, with knowledge or in reckless disregard of the fact that, as a consequence of the sale or transfer, the minor will be subject to human trafficking commits a life felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Any person who, for the purpose of committing or facilitating an offense under this section, permanently brands, or directs to be branded, a victim of an offense under this section commits a second degree felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For purposes of this subsection, the term "permanently branded" means a mark on the individual's body that, if it can be removed or repaired at all, can only be removed or repaired by surgical means, laser treatment, or other medical procedure. (5) The Criminal Justice Standards and Training Commission shall establish standards for basic and advanced training programs for law enforcement officers in the subjects of investigating and preventing human trafficking crimes. Every basic skills course required for law enforcement officers to obtain initial certification must include training on human trafficking crime prevention and investigation. (6) Each state attorney shall develop standards of instruction for prosecutors to receive training on the investigation and prosecution of human trafficking crimes and shall provide for periodic and timely instruction. (7) Any real property or personal property that was used, attempted to be used, or intended to be used in violation of this section may be seized and shall be forfeited as provided by the Florida Contraband ForfeitureAct. After satisfying any liens on the property, the remaining proceeds from the sale of any property seized under this section and owned by a defendant convicted of a violation of this section must first be allocated to pay any order of restitution of a human trafficking victim in the criminal case for which the owner was convicted. If there are multiple human trafficking victims in the criminal case, the remaining proceeds must be allocated equally among the victims to pay restitution. If the proceeds are sufficient to pay any such order of restitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9). (8) The degree of an offense shall be reclassified as follows if a person causes great bodily harm, permanent disability, or permanent disfigurement to another person during the commission of an offense under this section: (a) A felony of the second degree shall be reclassified as a felony of the first degree. (b) A felony of the first degree shall be reclassified as a life felony. (9) In a prosecution under this section, the defendant's ignorance of the victim's age, the victim's misrepresentation of his or her age, or the defendant's bona fide belief of the victim's age cannot be raised as a defense. (10)(a) information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity, which is held by an agency, as defined in s. 119.011, is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution. This exemption applies to such confidential and exempt information held by an agency before, on, or after the effective date of the exemption. Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity may be provided to an agency, as defined in s. 119.011, as necessary to maintain health and safety standards and to address emergency situations in the residential facility. t The exemptions from s. 119.07(1) and s. 24(a), Art. I of the State Constitution provided in this subsection do not apply to facilities licensed by the Agency for Health CareAdministration. (11) Avictim's lack of chastity or the willingness or consent of a victim is not a defense to prosecution under this section if the victim was under 18 years of age at the time of the offense. (12) The Legislature encourages each state attorney to adopt a pro -prosecution policy for human trafficking offenses, as provided in this section. After consulting the victim, or making a good faith attempt to consult the victim, the state attorney shall determine the filing, nonfiling, or diversion of criminal charges even in circumstances when there is no cooperation from a victim or over the objection of the victim, if necessary. (13) When a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section. For purposes of this subsection, the term "governmental entity" has the same meaning as in 5. 287.138(1). History.—s. 2, ch. 2004-391; s. 1, ch. 2006-168; s. 5, ch. 2012-97; s. 300, ch. 2014-19; s. 7, ch. 2014-160; s. 96, ch. 2015-2; s. 2, ch. 2015-147; s. 3, ch. 2016-24; s. 25, ch. 2016-105; s. 4, ch. 2016-199; s. 2, ch. 2020-49; s. 2, ch. 2021-189; s. 3, ch. 2023-86; s. 7, ch. 2024- 184. Copyright O 1995-2024 The Florida Legislature • Privacy Statement • Contact Us Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, May 27, 2025 10:39 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Roberts, Frankeetha; Fossler, Thomas; McLaren, Richard Subject: Completed: Agreement Workforce Edge, LLC (matter 21-1564) Attachments: Agreement Workforce Edge, LLC (matter 21-1564).pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Frankeetha: Please close Matter 21-1564. Thank you, Aimee nec Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i