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HomeMy WebLinkAbout24027AGREEMENT INFORMATION AGREEMENT NUMBER 24027 NAME/TYPE OF AGREEMENT ISEECHANGE, INC. DESCRIPTION BID WAIVER AGREEMENT/RESILIENCE DATA & ENGAGEMENT SERVICES/MATTER ID: 22-1866 EFFECTIVE DATE August 25, 2022 ATTESTED BY NICOLE EWAN ATTESTED DATE 8/25/2022 DATE RECEIVED FROM ISSUING DEPT. 8/25/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 CITY OF MIAMI DOCUMENT ROUTING FORM * 111111I1111111 * 11 11 () l: Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: ISEECHANGE, INC. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Bid Waiver Agreement YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): BID WAIVER AGREEMENT FOR RESILIENCE DATA AND ENGAGEMENT SERVICES WITH ISEECHANGE, INC. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: NOTES. ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22232 August 22, 2022 Annie Perez, CPPO 110:29:59, . SIGNATURE: q' : "'61" RISK MANAGEMENT August 22, 2022 Ann -Marie Sharpe I 10: 38: 31 EDT SIGNATURE: e" rV'a1n.�c 4„e.ry CITY ATTORNEY matter 22-1866 August 23, 2022 Yict8rei004$T e.p...- SIGNATURE: v ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER August 24, 202J-arrYLSpOiDgWAT uspnea ey: SIGNATURE: y4_ ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE:Lr CITY MANAGER August 24, 2022A hY :Z41 E\/ DT p.e,b,. SIGNATURE: CITY CLERK August 25, 202[T°VddA 6Qn50 EDT SIGNATURE: Mcd�" w PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Tahlia Gray Contact Person Procurement Analyst Title 8/19/2022 Date: Procurement Requesting Client (305) 416-1912 Telephone Legal Service Requested: matter 22-1866: BID WAIVER AGREEMENT FOR RESILIENCE DATA AND ENGAGEMENT SERVICES WITH ISEECHANGE, INC. 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: FlIssue opinion in writing. nPublish 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: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 CITY OF MIAMI BID WAIVER AGREEMENT FOR RESILIENCE DATA AND ENGAGEMENT SERVICES WITH ISEECHANGE, INC. This Bid Waiver Agreement ("Agreement") by and between the City of Miami, a Florida municipal corporation, whose principal address is 444 S.W. 2nd Avenue, Miami, FL 33130 ("City"), and ISeeChange, Inc., a foreign profit corporation authorized to conduct business in Florida, whose principal address is 4532 Bancroft Drive, New Orleans, LA 70122 ("ISC" or "Contractor"), is entered into this 25th day of August, 2022 and shall be deemed in effect as of February 1, 2022 as follows. RECITALS WHEREAS, ISC provides a signature platform product for public sector agencies seeking to engage communities in real time regarding hyperlocal flooding, extreme heat, climate adaption, as well as infrastructure and other resilience elements ("Services"); and WHEREAS, ISC, with the support of the Knight Foundation, created integrations and features for the City inclusive of custom mapping, email integrations, data exports, pathways to support municipal operations, flood modeling and infrastructure project design; and to generate over $20 million in resilience grant support, and to coordinate/communicate direct services requests to clean and repair storm drains and deploy pumps; and WHEREAS, the City Manager has recommended that the requirements for competitive sealed bidding procedures be waived and that the procurement of the above services, as specified herein, be approved; and WHEREAS, pursuant to Resolution R-22-0279, adopted on July 28, 2022, the City Commission, by 4/5ths affirmative vote, approved this bid waiver; and NOW THEREFORE, for the considerations of the mutual covenants and promises herein contained, ISC and the City agree as follows: TERMS 1. RECITALS AND INCORPORATIONS; DEFINITIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Services, Scope of Work and Pricing Proposal, is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Contractor's Insurance Certificate is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "B". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows in descending order of priority: (1) the Professional Services Agreement ("PSA"), inclusive of all Exhibits, as may be amended; and (2) the Contractor's 1 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 proposal dated May 26, 2022, acknowledging the scope of services and pricing component of the Services. 2. TERM: The Agreement shall become effective on the date indicated on the first page and shall be for the duration of one (1) year with three (3) one (1) year options to renew. The City Manager shall have the option to terminate the Agreement for convenience, that is, for any or no cause. 3. SCOPE OF SERVICES: A. Contractor agrees to timely and competently provide the Services as specifically described and set forth in Exhibit "A". B. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, registrations, authorizations, and expertise required for the performance of the Services, including, but not limited to, full authorization and qualifications to do business in Florida; and (ii) it is not delinquent in the payment of any sums due the City, its agencies and instrumentalities, including payment of permits, fees, occupational licenses, fines, liens, violations, etc., nor in the performance of any contractual obligations or payment of any monies to the City, its agencies and instrumentalities, nor has been debarred by any Florida public agency or been placed on the convicted vendors list pursuant to Section 287.133, Florida Statutes, as amended; and (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services shall be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of Contractor shall have been duly authorized to so execute the same and fully bind Contractor as a party to this Agreement. C. Contractor shall at all times provide fully qualified, competent, and physically capable employees to perform the Services under this Agreement. City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement are not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable by the City to the Contractor shall be based on the rates quoted in Exhibit "B" hereto; provided, however, that in no event shall the amount of compensation exceed a cumulative total of Seventy -Two Thousand Dollars ($72,000.00) in anyone (1) contract year for the Services provided under this Agreement, inclusive of any costs and expenses. B. Unless otherwise specifically provided in Exhibit "A", payment shall be made within forty-five (45) days after receipt of Contractor's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed to comply with the "Florida Prompt Payment Act", Sections 218.70. - 218.80, Florida Statutes, as amended, and other such applicable laws. No advance payments shall be made at any time. C. Contractor agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Contractor and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Contractor. 2 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 D. The City will pay Contractor one hundred percent (100%) of each total invoice amount, up to a maximum total of Seventy -Two Thousand Dollars ($72,000.00) in any one (1) contract year for the Services provided under this Agreement, inclusive of any costs and expenses. 5. OWNERSHIP OF DOCUMENTS: Contractor understands and agrees that any information, document, data, report or any other material whatsoever which is given by the City to Contractor, its employees, or any subcontractor, or which is otherwise obtained or prepared by Contractor solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. Contractor agrees not to use any such information, document, data, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make and to maintain duplicate copies of the files, records, documents, data, etc. if Contractor determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable law be breached. The City shall maintain and retain ownership of any and all documents and data which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. Contractor agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, data, and records, including, without limitation, electronic records of Contractor which are directly pertinent to this Agreement, for audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Contractor under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, data, papers, and records of Contractor which are related to Contractor's performance under this Agreement. Contractor agrees to maintain all such books, documents, papers, data, and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement and all other pending matters are closed. Contractor's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect the Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Contractor under this Agreement conform to the terms hereof. Contractor shall make available to the City all facilities and reasonable assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Sections 18-99, 18-100, 18-101 and 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time ("City Code"). 7. AWARD OF AGREEMENT: Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 3 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 8. PUBLIC RECORDS: (Non -Negotiable) A. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor 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) provide the public with access to public records on the same terms and conditions as the City would and at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Contractor shall be permitted 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 Contractor determine to dispute any public access provision required by Florida Statutes, then Contractor shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at its own expense, and at no cost to the City. D. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FLORIDA 33130. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Contractor understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflicts of interest, ethics, lobbying, record keeping, etc. City and Contractor agree to comply with and observe all such applicable federal, state, and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Contractor further agrees to include in all of Contractor's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. 10. INDEMNIFICATION: 4 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officials, officers, agents, directors, and/or employees, from and against all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Agreement. Contractor shall further indemnify, save and hold harmless, and defend (at its own cost and expense), the City its officials, officers, agents, directors, and/or employees from and against any civil actions, statutory, administrative, regulatory, or similar claims, injuries or damages arising or resulting from the Services, or from the Contractor's alleged non-compliance with legal or contractual requirements relative to the Services, even if it is alleged that the City, its officials, officers, agents, directors, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, hold and save harmless, and defend the City or its officials, officers, employees, agents, directors, employees, and instrumentalities as herein provided. The indemnification provided above shall obligate the Contractor to defend, at its own cost and expense, to and through trial, administrative, regulatory, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, from and against any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons employed or utilized by Contractor. These duties will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as may be applicable and as amended. Contractor shall require all subcontractor agreements to include a provision that each subcontractor shall indemnify the City in substantially the same language as this Section. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving, or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes or shares any responsibility or liability of the Contractor or subcontractor under this Agreement. Ten dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor. Contractor understands and agrees that all liabilities regarding the use of any subcontractor, supplier, laborer, or material person for Services related to this Agreement shall be borne solely by Contractor throughout the duration of this Agreement and that this provision shall survive the termination or expiration of this Agreement, as applicable. 11. DEFAULT: If Contractor fails to comply materially with any term or condition of this Agreement or fails to perform in any material way any of its obligations hereunder and fails to cure such failure after 5 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 reasonable notice from the City, then Contractor shall be in default. Contractor understands and agrees that termination of this Agreement under this section shall not release Contractor from any obligation accruing prior to the effective date of termination. Should Contractor be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Contractor shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 12. RESOLUTION OF AGREEMENT DISPUTES: Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars ($25,000.00), the City Manager's decision shall be approved or disapproved by the City Commission. Contractor shall not be entitled to seek judicial relief unless: (i) it has first received the City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty Five Thousand Dollars ($25,000.00), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (or ninety (90) days if City Manager's decision is subject to City Commission approval); or (iii) the City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4(A) of this Agreement. 13. TERMINATION; OBLIGATIONS UPON TERMINATION: (Non -Negotiable) A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. A material breach for purposes of this Agreement shall mean a contractual and legal term which refers to a failure of performance under the Agreement which is significant enough to give the City the right to sue for breach of contract. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, consequential, or incidental damages. 6 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 14. INSURANCE: A. Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "C" and incorporated herein by this reference. The Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in full force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's subcontractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Administrator throughout the duration of this Agreement. C. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator as soon as coverages are bound with the insurers. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek procurement related damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. D. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. 7 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 Contractor affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under this Agreement. Furthermore, Contractor affirms that no otherwise qualified individual shall be excluded from participation in, be denied the benefits of, or be subjected to, discrimination under any program or activity solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. In connection with the conduct of its business, including performance of services and employment of personnel, Contractor shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 16. ASSIGNMENT: The Contractor's services are considered unique in nature. This Agreement shall not be assigned, sold, conveyed, or pledged by Contractor, in whole or in part, and Contractor shall not assign any part of its operations under this Agreement, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO CONTRACTOR: Julia Kumari Drapkin CEO and Founder ISeeChange, Inc. 4532 Bancroft Drive New Orleans, LA 70122 TO THE CITY: Arthur Noriega V City Manager City of Miami 444 SW 2nd Avenue, 10t" Floor Miami, FL 33130-1910 With copies to: Victoria Mendez City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, FL 33130-1910 Juvenal Santana, P.E. Resilience and Public Works Director City of Miami 444 SW 2nd Avenue, 8' Floor 8 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 Miami, FL 33130-1910 Annie Perez, CPPO Procurement Director City of Miami 444 SW 2nd Avenue, 61h Floor Miami, FL 33130-1910 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. B. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Contractor shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including, but not limited to, licensure and certifications required by law for professional service Contractors. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTORS: Contractor has been procured and is being engaged to provide Services to the City as an Independent Contractor, and not as an agent or employee of the City. Accordingly, neither Contractor, nor its employees, nor any subcontractor hired by Contractor to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Contractor further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Contractor, its employees, or any subcontractor hired by Contractor to provide any Services hereunder, and Contractor agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance 9 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 for any employee or agent of Contractor rendering Services to the City under this Agreement. Contractor further understands and agrees that Contractor's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an Independent Contractor. 21. 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, or program requirements or continuation, upon thirty (30) days written notice. 22. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 24. USE OF NAME/SEAL: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Contractor may not utilize the City's official seal or any likeness thereof. The Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to City Code Section 2-611 regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no subcontractor under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the 10 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 City that throughout the term of this Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Contractor and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. There are no express or implied Third - Party Beneficiaries to this Agreement. 27. SURVIVAL: All obligations (including, but not limited to, indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents, and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees, and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non- current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 29. COUNTERPARTS; ELECTRONIC SIGNATURES: This Agreement and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile 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. 30. ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 11 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Print Name: Title: airlA P (Corporate Seal/Notary)( Stephen Michael Schoenfeld NOTARY PIJBLIC State of Louisiana Bar Roll Number: 27289 My Commission 13 Issued for Life. ATTEST: ,—DocuSigned by: Mc maw, — UB. Hannon, City perk APPROVED AS TO LEGAL FORM AND CORRECTNESS: By: DS FPY "ISC" or "Contractor" ISEECHANGE, INC., a foreign profit corporation authorized to conduct business in Florida By: Print Name: k.)Mac vra,P1,C,I1i Title: C (Authorized Corporate Officer) "City" SWORN T9AND SUB THIS / DAY OF ED BE�FOO EO�� Stephen Michael Schoenfeld NOTARY PUBLIC State of Leu4iaaa Bar Ra8 Number. 27]Yf My Commission is Issued for Life. CITY OF MIAMI, DocuSigned by:a Florida municipal corporation Victoria Mendez (Matter 22-1866) City Attorney By: vi4a. Arthur Noriega V, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: By: (—Doc... by � Ann -Marie Sharpe Risk Management Director 12 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 CORPORATE RESOLUTION (This Resolution needs to authorize the signatory to sign.) WHEREAS, ISeeChange, Inc., a foreign profit corporation authorized to conduct business in Florida ("ISC" or "Contractor"), desires to enter into an agreement with the City of Miami, a Florida municipal corporation ("City"), for the purpose of performing the work described in the Agreement to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this corporation is authorized to enter into the Agreement with the City, and the President, Saba. Kviv o t , ‘)rc k. , and the Secretary,Jvk a Xvwlas, kka k N , are hereby authorized and directed to execute the Agreement in the name of this corporation and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this IR "h day of TS-et Chann Inc. A D21Q1 war-C. 6P At c ;•)- (State) Corporation , 2022. By: ("Contractor") (Sign) Print Name: du)cct kernc D'a f tk) Titl C.E o _ nf\ D/"Q2).-Y1 Print Name: (Sign - Attest) AnM. Viea es Notary Public, Orleans vansh, Louisiana Commission expires at death DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 EXHIBIT "A" SCOPE OF SERVICES AND PRICING PROPOSAL PAGE INTENTIONALLY LEFT BLANK DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 vISEE CHANGE Tahlia R. Gray, MBA Procurement Analyst City of Miami Procurement Department 444 SW 2nd Ave, 6th FL Miami, FL 33130 May 26, 2022 Re: Stormwater and Climate Data Engagement Platform and Services for the City of Miami Greetings Ms. Gray, We appreciate the opportunity to continue advancing the outreach, engagement reach, and ground-truthed data about urban flooding and climate impacts for the City of Miami's Departments of Public Works and Resilience. It has been a privilege serving and working with the City of Miami for the last three years to give voice to community members in the process of planning and designing major infrastructure projects as well as creating a direct line of communication to public works officials to improve response to infrastructure operations and maintenance challenges. ISeeChange is a mission driven social impact company that connects communities to each other and their changing environments to make solutions together. With initial support from the Knight Foundation in 2020, ISeeChange began working with the City of Miami to customize our climate -ready digital outreach platform to integrate across city systems. For the last three years, ISeeChange has been used as the Departments of Public Works and Resilience's primary resident reporting tool for urban flooding. We have worked directly and closely with their teams, as well as the city's Department of Innovation & Technology (DolT), to shape features that make the platform and service a "one -stop shop" for compiling resident generated information and eliminating data silos across operations, maintenance, and planning. During Tropical Storm Eta in November 2020, for example, ISeeChange data was the first to report a drainage pumping emergency that the Department of Public Works used to decrease response times. ISeeChange flooding data has been used by the Department of Resilience to secure approximately $20M in stormwater infrastructure grants from the state of Florida. DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 The platform is regularly used by the Department of Public Works to coordinate and communicate direct service requests to clean and repair storm drains and deploy pumps. ISeeChange was included as part of the city's Smart City Silver Level Certification from Bloomberg Philanthropies. In recent reporting by Harvard's Data -Smart City Solutions, ISeeChange is listed among the city's tools to "make sure that all data is accessible, is getting to the right people at the right time, and is being used." Beyond our platform subscription and development services, the ISeeChange engagement team has coordinated and supported local partnerships and outreach efforts across flood prone neighborhoods (Allapattah, Little Havana, Flagami, Wynwood, Shorecrest, Coconut Grove, Brickell/Downtown Miami) and nonprofits (Healthy Little Havana, Dream in Green, Miami Climate Alliance, Ocean Conservancy). Our team provides communications and graphic design support for the city's communication department during storms and flooding events. The availability of our platform in multiple languages alongside targeted outreach has resulted in efficient direct service requests and improved communication, particularly in majority Spanish speaking neighborhoods like Little Havana. Going forward the Departments of Resilience and Public Works, in coordination with the Department of Innovation and Technology (DolT), have requested to use ISeeChange for three years to engage, collect data, and coordinate monitoring of urban heat, coastal changes, green infrastructure, and pollution (including trash, silt plumes, debris, nutrient runoff, and water quality). Heat tracking will include heat sensor data syncs and health data collection.Several green infrastructure projects will be focused on including ongoing outreach, engagement, and data collection to support WEDGE certification for Jose Marti Park. Our current basic service package and deliverables to the City of Miami's Department of Public Works for stormwater monitoring and data collection includes: Tier Bronze: Platform and Data Integrations Single Tag: Storms and Flooding Size Large Teams UofM Description Deliverables Unlimited Unlimited Unlimited • Al Enabled Tagging and Data Prompts • Client Accounts and Email Integrations • GIS Exports and Standard Reports Up to 3 hrs/mo • Community Notifications on Platform, Custom Messaging and Outreach Support for storm events Does not include staffed community Up to 120 events hours/yr • Development support to the City of DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 Price Up to 3 hrs/ mo $36,000 Annual Miami for data integrations and customizations • Project management and communications support to the City of Miami for flooding and storm events Our expanded service package and deliverables to the City of Miami's Department of Resilience for heat, green infrastructure, and pollution monitoring and data collection includes: Tier Silver: Platform and Data Integrations All Tags: Storms and Flooding; Heat, Green Infrastructure, Trees, Pollution, etc. Up to 240 hours/yr Size UofM Large Unlimited Teams Unlimited Unlimited Ongoing Up to 6 hrs/mo Up to 6 hrs/ mo Price $72, 000 Annual Description Deliverables • Al Enabled Tagging and Data Prompts • Client Accounts and Email Integrations • GIS Exports and Standard Reports • Outreach assets and graphic design • Community Notifications on Platform, Custom Messaging and Outreach Support Includes staffed community events. • Development support to the City of Miami for data integrations and customizations, including sensor syncs • Project management and communications support to the City of Miami for three project tags These expanded services will be matched with a 3-year grant from the Knight Foundation to support ISeeChange marketing, and field campaigns in South Florida alongside Miami -Dade County, the Ocean Conservancy, and Florida International University. The grant will support signage in local parks, sensors, community partnerships, and additional technical analysis of the data collected for applications that support the City of Miami's investments in climate resilience to mitigate the effects of our changing environment. DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 Thank you again for the opportunity to continue our impactful services and work for the City of Miami. Our partnership provides a pathway to engage directly with residents to understand real time needs and impacts to improve climate ready infrastructure design, development, evaluation, and public trust ahead of the Federal Infrastructure Investment and Jobs Act funding. Should you have any questions, feel free to call me at 917-720-7327. Sincerely, Julia Kumari Drapkin CEO and Founder, ISeeChange julia@iseechange.org ISeeChange, Inc. www.iseechange.org "Connecting People to Each Other to Make Climate Solutions Together" 4532 Bancroft Drive 656 19th Avenue, NE New Orleans, LA 70122 Office: (917) 720-7327 St. Petersburg, FL, 33704 team@iseechange.orq DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 ISEECHANGE COMMUNITY SENSING NETWORKS Understanding and tracking localized flooding and climate infrastructure through data collection, analysis, & public engagement March 8, 2022 To: City of Miami, Climate Resilience Office and Public Works Attention: Shelby Buso, Chief Resilience Officer Re: Sole -Source Climate Data Integration and Engagement Vendor ISeeChange, the signature platform of ISeeChange, Inc., is a unique product for public sector agencies seeking to engage communities in real time about hyperlocal flooding, extreme heat, climate adaptation, and infrastructure. ISeeChange provides community sensing and engagement tools to enable dialogue and collaboration with public sector partners. In Miami, with support from the Knight Foundation, we have created integrations and features for the City of Miami including custom regional mapping, email integrations, data exports, landing pages, direct engagement pathways to support municipal operations, flood modeling, and infrastructure project design. There is no other socially networked community dialogue tool that collects and distributes urban climate data, both quantitative and qualitative, in real time in formats we need for immediate response, capital projects, and resilience planning efforts. To date, the City of Miami has used ISeeChange to decrease response times during Tropical Storm Eta and generate over $20M in resilience grant support using ISeeChange data. Pat G 9 3000 Florida Ave 12 hours ago i 91.7° F ... see weather details Street flooding from last night's storm Storms & Flooding View all comments Ethan Salazar City of Miami Hey Pat, we've sent an emergency pump to alleviate some of the flooding. Pat G ° Miami, FL Thank you! After the pump came, it's been going down more steadily. UNIQUE FEATURES . Platform centralize community -sensed resilience data . AI enabled tagging and quantitative data prompts . Syncs to and bridges national, local, and community -sensed weather data sets, generating hyperlocal "design storm" designations per flood event (i.e., rain intensity, rain duration, flood height, flood duration) . Customizable, real time, and neighborhood level communications (e.g., in-app notifications and emails) synced to weather and sensor networks . Validation using community -sourced data and municipal stormwater, heat, and climate models . Syncs to municipal work order systems and 311, facilitating cross -departmental coordination Add a comment Submit DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 EXHIBIT "B" INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000.00 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. 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 15 DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $1,000,000.00 $1,000,000.00 V. Network Security and Privacy Injury (Cyber Liability) Each Claim Policy Aggregate Limit Retro Date Included $1,000,000.00 $1,000,000.00 Consultant agrees to maintain Professional Liability/Errors and Omissions Coverage, along with Network Security and Privacy Injury (Cyber Liability) Coverage, if applicable, for a minimum of one (1) year after termination of the Agreement period subject to continued availability of commercially reasonable terms and conditions of such coverage. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance 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. DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 ISEEINC-01 SHERNAN ACORO CERTIFICATE OF LIABILITY INSURANCE �/ DATDrmv) 8/19/219/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Clockwork Insurance Services, Inc. 2329 Severn Avenue 200 Metairie, LA 70001 CONTACT NAME: PHONE 504 262-8240 FAX 504 262-8249 (A/c, No, Ext): ( ) (A/c, No):( ) ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Underwriters Insurance Company 30104 INSURED ISEECHANGE, Inc. Julia Kumari Drapkin 4532 Bancroft Drive New Orleans, LA 70122 INSURER B : Hartford Insurance (Rated by multiple companies) 00914 INSURER C:ACE INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSD SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A COMMERCIAL GENERAL LIABILITY X 43SBMAT4L05 8/2/2022 8/2/2023 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ X General Liability MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OPAGG $ 4,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY X 43SBMAT4L05 8/2/2022 8/2/2023 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ U UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENT ON $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A X 43WECAL7OWP 5/20/2022 5/20/2023 " 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 C Professional Liabili D96200420 6/10/2022 6/10/2023 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Cert'ficate holder is named as additional insured with respects to general liability as required by written contract. Waiver of Subrogation is afforded on all policies in the name of the certificate holder. Be advised that professional and cyber liability are on the same policy. CERTIFICATE HOLDER CANCELLATION The Cityof Miami 444 SW 2 Ace, 6th FI 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 OR ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 AGENCY CUSTOMER ID: ISEEINC-01 SHERNAN LOC #: 1 ACORO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Insurance Services, Inc. NAMED INSURED Inc. ISEEClockwork Julia Kumari Drapkin Julia Kumari 4532 Bancroft Drive New Orleans, LA 70122 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Retro Date Retroactive Date: 01/01/2009 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 6330103E-F5FB-44DC-9832-B2C058B9A3E3 From: Gomez Jr., Francisco (Frank) To: Gandarilla. Aimee Subject: RE: iSeeChange BidWaiver Agreement Date: Monday, August 22, 2022 9:54:13 AM Attachments: image003.png image005.png Thank you Aimee. The COI is adequate. Best regards, Frank Gomez, PIAM, CPU Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (3o5) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Gandarilla, Aimee <AGandarilla@miamigov.com> Sent: Monday, August 22, 2022 9:37 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: FW: iSeeChange BidWaiver Agreement Frank, The COI was amend to reflect the retroactive date. Thank you, Mime C Liticac Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th floor, Miami, FL 33130 Olivera, Rosemary From: Gandarilla, Aimee Sent: Thursday, August 25, 2022 11:35 AM To: Hansen, Anthony Cc: Olivera, Rosemary; Lee, Denise; Cabrera, Paola Subject: Executed agreement iSee Change Bid Waiver Attachments: iSeeChange BidWaiver Agreement.pdf Good morning Todd: Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, a we candemn& Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 agandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. 1