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24270
AGREEMENT INFORMATION AGREEMENT NUMBER 24270 NAME/TYPE OF AGREEMENT AVISARE CORP. DESCRIPTION INDEPENDENT CONTRACTOR AGREEMENT/CLOUD BASED PROCUREMENT PLATFORM THAT WILL ESTABLISH REGIONAL MARKETPLACE/FILE ID: 12923/R-22-0442/MATTER ID: 22-2021 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 2/15/2023 DATE RECEIVED FROM ISSUING DEPT. 2/15/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C AL v. CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: AVISARE CORP IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): AVISARE INDEPENDENT CONTRACTOR AGREEMENT COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR23061 February 7, 2023 Annie Perez, CPPO 1 08:32:5 EST �oas,9.de, SIGNATURE:--¢^1-- ._a�e��6a6,s_ RISK MANAGEMENT February 7, 2023 Ann -Marie Sharpe I 08: 56: 5 EST. SIGNATURE: ttiri C naue,olo A9aA95F.54Rn CITY ATTORNEY matter 22-2021 February 8, 2023 Victoria Mendez I 00:48:2,3-,ESTdey SIGNATURE: 7j:,t¢ , ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER February 13, CPA-- Larry Spring, CPA 2023 I 09: 33 2—gV SIGNATURE: Lava s ,,, ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER February 14, 2023 Arthur Noriega V 1 13:33:36 EST DocuSnedby SIGNATURE: Qv{I,u,�r Novt,,y, 84B6F§6d]2 CITY CLERK C February 15, 2023 pua— Todd Hannon 1 13:24:04 EST SIGNATURE: C°°`"ss:.a PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C IAFI I{SPAT 1 I fp � City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Yadissa Calderon Contact Person Assistant Director Title 2/7/2023 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: matter 22-2021: AVISARE INDEPENDENT CONTRACTOR AGREEMENT 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 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made and entered into on the date fully executed below (the "Effective Date") by and between AVISARE CORP., a Delaware corporation ("Contractor") whose principal business address is 1808 S Good Latimer Expressway, Dallas, TX 75226 USA and the CITY OF MIAMI ("CITY"), a municipal corporation of the State of Florida, whose principal address is 444 SW 2' Avenue, Miami FL 33130 (each, a "Party" and together, the "Parties"). RECITALS WHEREAS, Contractor is the developer and owner of the proprietary AVISARE Platform, which makes possible robust regional marketplaces for the procurement of goods and services by public and private entities from qualified vendors; and WHEREAS, Contractor has proposed to provide certain services, including access to and use of the AVISARE Platform (the "Platform") and accompanying documentation (the "Documentation") and remote virtual training (the "Training"), all as further described in Exhibit "A" attached to this Agreement (the "Services") to THE CITY; WHEREAS, the Parties desire to reduce the terms of their agreement to a writing, as provided below; NOW, THEREFORE, in consideration of the mutual covenants provided herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows: 1. Recitals. The above recitals are true and correct and are incorporated herein by this reference. 2. Term. This Agreement shall commence on the Effective Date and continue, unless otherwise terminated pursuant to the terms hereof, through August 31, 2024, (the "Initial Term") and may thereafter be renewed by written agreement of the Parties for successive periods (each, a "Renewal Term") unless and until terminated by either Party with thirty (30) days' prior written notice to the other Party. The Initial Term, together with any Renewal Terms shall be referred to collectively herein as the "Term". 3. Services. Contractor agrees to perform and provide to the CITY during the Term the Services described in the scope of work attached as Exhibit "A" to, and made a part of, this Agreement (the "Scope of Work"), subject to the terms and conditions set forth herein. 4. Service Requirements. The Services shall be provided within the delivery timelines, outlined in Exhibit "A". Contractor agrees to use sound and professional principles and practices in accordance with normally accepted industry standards in providing the Services, and Contractor further agrees that its performance shall reflect the best professional knowledge, skill and judgment of Contractor. Furthermore, the Services shall conform in all material respects to (i) the specifications set forth in Exhibit "A", and/or (ii) any other requirements agreed upon by the Parties in writing. 5. Fee for Services and Payments. As full compensation for Services rendered during the Initial Term, the CITY agrees to pay Contractor a total of One Hundred Seventy -Five Thousand Dollars ($175,000.00) (the "Fees"), in two installments, payable as follows: Page 1 of 10 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C Disclaimer: The City generally makes payments after the goods and/or services have been received/rendered, inspected/ found to comply with award specifications, free of defect/issues, and properly invoiced pursuant to Section 218.74, Florida Statutes, and other applicable law. However, due to the pass -through grant award nature of this transaction, the City will make payments as acceptable to the HFSF. a. First Year Payment. The payment for the first year of Services shall be in the amount of Ninety -Five Thousand Dollars ($95,000.00). Contractor shall invoice the full amount of the First Year Payment to the CITY; and it shall be due and payable by the CITY to Contractor in full no later than five (5) business days after the date of the CITY 's receipt of the requisite funds from the Health Foundation of South Florida ("HFSF"), which the Parties contemplate will occur promptly after execution of this Agreement (the "First Year Payment Date"). The CITY shall not be liable to make any payment of the Fees to Contractor unless and until it receives payment from the HFSF. b. Second Year Payment. The payment for the second year of Services shall be in the amount of Eighty Thousand Dollars ($80,000.00). Contractor shall invoice the full amount of the Second Year Payment to the CITY on or about the date that is thirty (30) days prior to Sept 1, 2023 (the "Second Year Payment Date"), and this invoice shall be due and payable by the CITY to Contractor in full no later than the Second Year Payment Date. c. Fees and Payments for Additional Integrations or Expanded Services. The Parties may agree in writing during the Term to expand the scope of the Services, or to add additional integrations to the Services (collectively "Additional Services"). The pricing for Additional Services, if any, shall reflect Contractor's then -current rate for comparable services, and shall be invoiced to the CITY; and the Additional Services shall not be commenced unless and until the applicable fees are paid in full. d. Fees and Payments for Renewal Term Services. If the Parties agree in writing to extend the Term of this Agreement for additional periods after the Initial Term, the pricing applicable for provision of Services during any such Renewal Term(s) shall be adjusted to reflect Contractor's then -current rates for comparable services. Any fee payments for Services rendered during such Renewal Terms will be invoiced and paid in advance of Contractor's provision of Services for that Renewal Term. e. All payments shall be by wire transfer or ACH payment to Contractor's bank account (details to be supplied) or by such other means agreed upon by the Parties. 6. Expenses. Except as otherwise agreed by the Parties in writing, Contractor shall bear its own expenses in the provision of the Services to the CITY. Any authorized expenses shall, unless otherwise agreed, be pre -approved by the CITY, and compliant with the CITY 's applicable policies for vendor expenses. 7. Points of Contact. a. The CITY will designate a representative to serve as the CITY 's point of contact for Contractor's submission of invoices and questions concerning payment status. The Fees and other costs stated herein include all applicable taxes and will not be changed hereafter as a result of Contractor's failure to include any applicable tax, or any change in Contractor's tax liabilities. b. Contractor will designate a representative to serve as the CITY 's point of contact for invoicing, payments, system check -ins and other issues arising from the terms of service under this Agreement. Page 2 of 10 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C 8. Payment. Contractor shall submit invoices for compensation for pre -approved expenses incurred by Contractor, and Services rendered, in accordance with Section 5 hereof, above and in sufficient detail for a pre and post -audit. Contractor is responsible for any taxes due under this Agreement, including, but not limited to, sales tax and any taxes due in connection with payments made by the CITY to Contractor. The CITY will make payments to Contractor in accordance with the CITY Regulation the CITY - 2202 entitled "Prompt Payment." If the CITY does not issue payment within forty (40) days of receipt of a proper invoice, the CITY shall pay an interest penalty at the rate established pursuant to §55.03(1), Florida Statutes, provided that the interest penalty is in excess of one dollar ($1.00). The foregoing provisions apply only to undisputed amounts for which payment has been authorized by the CITY. Invoices returned to the Contractor due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice is provided to the CITY. If Contractor experiences problems with payment, Contractor may contact the CITY Vendor Ombudsman at (305) 348-2101. The CITY may make payment to Contractor via the CITY 's EFT/ACH payment process. Contractor shall provide the CITY the necessary information for payment upon request. The CITY will designate a representative to serve as the CITY 's point of contact for the Contractor's submission of invoices and questions concerning payment status. If Contractor is making payment to the CITY, Contractor shall pay timely and not offset any amounts or be cause for termination. Unless non -state funds are being used to pay, the CITY cannot make deposits or prepay any amounts. Any deposits made by the CITY are not refundable. 9. Confidentiality of Information. The Parties contemplate that all of the information provided to Contractor by the CITY under this Agreement (collectively, the "the CITY Information") will be publicly available information and the CITY expressly agrees that it will not intentionally provide to Contractor, or afford Contractor access to, any non-public information. If, however, the CITY inadvertently provides non-public information to Contractor, the CITY shall promptly inform Contractor in writing (email will suffice) of the accidental disclosure, and Contractor agrees to use commercially reasonable efforts to maintain the confidentiality of any such inadvertently disclosed information and, at the CITY 's request, return or destroy it as soon as feasible. All Information shall be stored in the United States or other jurisdictions approved by the CITY in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of the CITY. 10. Privacy. The Parties expressly acknowledge and agree that, unless and until otherwise agreed by the Parties in a separate written amendment to this Agreement, the CITY shall not at any time during the Term of this Agreement provide, or afford Contractor access to, any non-public information, or confidential, highly -sensitive, personally identifiable and/or protected health information ("PHI") or student data (as the terms may be defined by state or federal law) in the CITY 's possession or control. If the Parties expressly determine in an amendment that such information shall be made available to Contractor, the Parties will include in such amendment industry -standard provisions intended to protect and safeguard such information in accordance with applicable law and the CITY policies. 11. Public Records. the CITY is subject to Chapter 119 of Florida Statutes, commonly known as the Florida Public Records Law. The Agreement and any related documents and correspondence Contractor submits to the CITY shall also become a public record subject to the Public Records Law. the CITY will respond to public records requests without providing Contractor any notice. Additionally, if Contractor is a "contractor" as defined under s. 119.0701, Florida Statutes, it shall comply with all applicable public records laws. Specifically, Contractor shall: (1) keep and maintain public records required by THE CITY to perform the 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 that section or as otherwise provide by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as Page 3 of 10 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C authorized by law for the duration of the contract term and following completion of the contract if Contractor does not transfer the records to the CITY ; (4) upon completion of the contract, transfer, at no cost, to the CITY all public records in possession of Contractor or keep and maintain public records required by THE CITY to perform the Service. If Contractor transfers all public records to the CITY upon completion of the contract, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the contract, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY, upon request by the CITY 's public records custodian, in a format that is mutually agreed upon in writing between Contractor and the CITY. If the CITY receives a request for public records, and the CITY does not possess such records, the CITY shall immediately notify Contractor of such request, and Contractor must provide the m to the CITY or allow the records to be inspected or copied within a reasonable time. If Contractor does not comply with the request for records, the CITY shall enforce the terms of the contract, and Contractor may be subject to civil action under s. 119.0701, F.S., and the penalties outlined under s. 119.10, F.S. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICABLE 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) 416-1800, 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, FL 33130. THE PROVIDER MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 12. Sovereign Immunity. Nothing in this Agreement shall be construed as an indemnification of the Contractor by the CITY nor as a waiver of sovereign immunity beyond that provided in Florida Statutes §768.28. This provision shall survive the termination of this Agreement. 13. Representations. Contractor represents and warrants that it is not on the Convicted Vendor List (see Florida Statutes §287.133(2)(a)). If Contractor is acting as a consultant to the CITY and is representing the CITY 's interests in dealings with other third parties, Contractor shall not accept employment with or act as an independent contractor for such third parties for a period of one (1) year after this Agreement is terminated. This provision shall survive termination of the Agreement. 14. Risk. Each Party hereby assumes any and all risk of personal injury and property damage attributable to the negligent acts or omissions ofthat Party and the officers, employees, and agents thereof. Contractor also assumes such risk with respect to the willful or negligent acts or omissions of Contractor's subcontractors or persons otherwise acting or engaged to act at the instance of Contractor in furtherance of Contractor fulfilling Contractor's obligations under the Agreement. This provision shall survive termination of the Agreement. 15. Third Party Beneficiaries. The Health Foundation of South Florida is deemed an express third -party beneficiary to Section 20 and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. Except as specifically set forth herein, this Agreement does not and is not intended to confer any rights or remedies upon any person other than the CITY and Contractor. 16. Termination. This Agreement may be terminated by the CITY by written notice to Contractor of such intent to terminate at least thirty (30) days prior to the effective date of such termination. Additionally, the CITY may, upon five (5) business days' written notice to Contractor setting forth with specified to the CITY the basis for the termination, terminate this Agreement for Cause (as hereinafter defined). For purposes of this Agreement, "Cause" is defined as Contractor's failure to perform the Services within the time specified herein or any extension thereof or Contractor's failure to Page 4 of 10 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C adhere to any terms of this Agreement. If this Agreement is terminated, the CITY shall only be liable for payment of goods received and services rendered prior to the date of termination and accepted by the CITY. 17. Insurance. Contractor will have and maintain types and amounts of insurance that cover the Contractor's (and subcontractors, if applicable) exposure in performing this Agreement. The Contractor's insurance certificate shall indicate that the policy carries an endorsement which names "City of Miami" additional insureds. The Contractor's policy shall be issued in a form acceptable to the CITY . Prior to performing any of the Services contemplated herein, Contractor shall deliver Contractor's insurance policy to the CITY for the CITY 's review and approval. The Contractor must maintain insurance during the term of the agreement. The Contractor's certificate of insurance shall contain a statement that the policy shall not be allowed to lapse or be canceled without notification to the CITY at least thirty (30) days prior to the effective date of cancellation. The absence of a demand for any type of insurance certificates or policy shall not be construed as a waiver of the Contractor's obligations to carry and maintain the appropriate insurances at limits that are appropriate to the liability exposure associated with this Agreement, and to ensure that its agents/subcontractors maintain appropriate insurance at all times. The CITY is self -insured and will provide its Certificate of Insurance upon request. the CITY is not required to obtain additional insurance for this Agreement. 18. Force Majeure. Neither Party shall be deemed to be in default of its obligations hereunder if and so long as it is prevented from performing such obligations by due to conditions beyond its reasonable control, including but not limited to: an act of war, hostile foreign action, labor strike, epidemics, pandemics, quarantines, national or regional emergency, public health emergency, changes in laws and governmental policies, nuclear explosion, earthquake, hurricane, tornado, or other catastrophic natural event or act of God. Either Party shall provide the other Party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The Parties shall mutually seek a resolution of the delay or the failure to perform as noted above. 19. Data Re -Use. Contractor agrees that all data exchanged shall be used expressly and solely for the purpose enumerated in the Agreement and to enhance the Contractor's offering. 20. Sharing of Aggregate Data. Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that, in accordance with the executed Grant Award Agreement Contractor will share with the Health Foundation of South Florida, Inc., a Florida Not for Profit Corporation with offices located at 2 South Biscayne Blvd, Suite 1710, Miami, Florida 33131 ("HFSF") certain aggregate data obtained or accessed by Contractor as a consequence of Contractor's participation in this Agreement (hereinafter, the "Shared Aggregate Data"). The Parties agree and acknowledge that the HFSF owns, and shall own, all right, title, and interest in and to all aggregated or compiled data that is based on, or derived from, all Data arising out of the offerings for which HFSF provides funding to the CITY, the Shared Aggregate Data, and that the Shared Aggregate Data shall be deemed Confidential Information of HFSF. The Shared Aggregate Data will consist of data aggregated by Contractor across all participants of the regional marketplace, and will include, without limitation, aggregated data in the following categories: • # of new vendors registered; • # of RFPs uploaded; • # of certified vendors; • # of vendors matched with RFPs; • Award data for local, minority -owned small businesses • Current list of open RFPs; Page 5 of 10 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C • Vendor list and awarded RFPs to vendors; and • Such other information in which the CITY instructs to Contractor in writing to share with HFSF. For avoidance of doubt, the Shared Aggregate Data will not include Confidential Information, personally identifiable information ("PII"), protected health information ("PHI") or other sensitive privacy information subject to legal restrictions on maintenance and disclosure, but shall consist of publicly available information, information subject to disclosure under applicable freedom of information laws and/or information voluntarily provided by the information owner with the knowledge that it may be disclosed to the public. 21. Compliance. In the performance of this Agreement, Contractor shall, at its own expense, at all times during the term hereof, comply with all applicable federal, state, and local laws, rules, regulations, and ordinances and all other governmental requirements. Contractor shall also comply with all applicable the CITY policies and regulations applicable to this Agreement. Contractor acknowledges and agrees that Contractor has and will maintain, at all times during the term of this Agreement, all governmental permits, licenses, consents, and approvals necessary to perform its obligations under this Agreement. This provision shall survive termination of this Agreement. 22. Section 889 Compliance Certification. Contractor certifies its compliance with § 889 of the McCain National Defense Authorization Act (prohibition against use of covered telecommunications equipment). 23. PCI-DSS. As may be applicable, deliver all services in full compliance with the most recent version of the Payment Card Industry Data Security Standard (PCI-DSS) in effect at the time -of - service delivery. Vendor will treat all the CITY provided infrastructure and resources as public and non - secure, regardless of measures the CITY may choose to put in place. Contractor will also maintain all required qualifications and periodically furnish proof of ongoing compliance in the form of an At- testation of Compliance to demonstrate to the CITY that Contractor is continuously operating in full compliance with PCI-DSS and is not relying on the CITY for any aspect of that compliance. If Contractor loses any required certification or the certification lapses, Contractor shall immediately notify the CITY, and the CITY will have an option to terminate this contract and receive a refund for un-rendered services. 24. E-Verify All terms defined in §448.095, Fla. Stat., are adopted and incorporated into this provision. Pursuant to §448.095, Fla. Stat., Contractor certifies that it is registered with and uses the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Vendor during the term of this Agreement. If Contractor enters into a contract with a subcontractor to perform work or provide services pursuant to this Agreement, Contractor shall likewise require the subcontractor to comply with the requirements of §448.095, Fla. Stat., and the subcontractor shall provide to Contractor an affidavit stating that the subcontractor does not employ, contract with or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the contract. The CITY may terminate this Agreement immediately upon notice to Contractor for any violation of this provision. 25. Independent Contractor. Contractor is retained by the CITY only for those purposes and to the extent set forth in this Agreement, and Contractor's relation to the CITY shall, during the term of this Agreement, be that of independent contractor. Contractor is not and shall not be considered as having an employee status. As provided above, Contractor is responsible for the payment of any taxes on any monies received by Contractor. 26. Prohibitions. Unless expressly and specifically authorized in writing by the CITY in advance, Contractor is prohibited from (a) using the CITY 's name, trademarks, logos, or other marks (collectively herein known as the "Marks") without the CITY 's prior written approval; (b) incurring any Page 6 of 10 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C debt or obligation on behalf of the CITY; (c) entering into any contract, arrangement, or transaction which binds the CITY to any extent or creates any obligation on the CITY; and/or (d) utilizing THE CITY 's name, credit, reputation, good -will, resources, and/or assets for any purpose without the prior and explicit written approval of the CITY. 27. Indemnification. Contractor is responsible for its performance under this Agreement. Contractor shall indemnify, defend, save, and hold harmless the City and its officers, employees, agents and instrumentalities from any and all third -party claims, liability, losses, or damages, including attorney's fees and costs of defense, which the City or its officers, officials, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to, or resulting from the negligent or wrongful act or omission of Contractor and/or its officers, employees, agents, servants, partners, principals, contractors and/or subcontractors, including, but not limited to, violations of securities laws and regulations, violations of commodities laws and regulations, violations of banking and financial laws and regulations, violations of disclosure laws and regulations, violations of money transmission laws and regulations, cybersecurity breaches or losses, and failure to comply with any other applicable statutes, ordinances, codes, rules, resolutions, or other regulations or requirements of any governmental authority, whether local (City/County), federal or state, in connection with the solicitation, selection, award, performance of this Agreement, during the term of this Agreement. Contractor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, save, hold harmless, and defend the City or its officers, employees, agents and instrumentalities as herein provided. Nothing herein shall be deemed to indemnify the City from any liability or claim arising out of or relating to the gross negligence or intentional wrongful act or omission of the City, its officials, officers, employees, instrumentalities, or agents. . This provision shall survive the termination of this Agreement. 28. Copyright and Intellectual Property. If Contractor uses copyrighted materials or documents not owned by the CITY ("Copyrighted Materials") in Contractor's performance of the Agreement, Contractor represents and warrants that it owns, or is licensed to use and to authorize others to use, the Copyrighted Materials. Contractor will, at its expense, defend any suit brought against the CITY and will indemnify the CITY against an award of damages and costs made against the CITY by a settlement or final judgment that is based on a claim that the CITY 's use of the Copyrighted Materials infringes a trademark or copyright of a third party. This provision shall survive termination of the Agreement. 29. Ownership. Subject to the limited rights expressly granted to the CITY in this Agreement, Contractor retains all right, title, and interest in and to the Platform, the Documentation, software and other pre-existing Contractor materials (collectively, "Contractor Pre -Existing Materials"). the CITY agrees and acknowledges that, apart from the rights expressly granted herein, it does not accrue any additional rights in or to the Contractor's Pre -Existing Materials or any part of the m, by virtue of the CITY 's participation in this Agreement. The CITY further acknowledges that Contractor retains the right to use the Contractor's Pre -Existing Materials for any purpose in Contractor's sole discretion. The Parties acknowledge and agree that Contractor is not developing any software or other materials for provision to the CITY under this Agreement, and is not delivering goods or other deliverables to the CITY; and that the Contractor retains at all times all right, title and interest in and to any invention, idea or creation conceived, developed or produced during the performance of the Services, and none of the m shall constitute work product or property of the CITY . 30. City's Right to Inspect. Although the Contractor has the authority to control and direct the performance of the details of the work, the work contemplated herein must meet the CITY 's standards Page 7 of 10 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C and approval and shall be subject to the CITY 's general right of inspection to secure the satisfactory completion thereof. 31. Travel. If the CITY is specifically responsible for reimbursing Contractor for travel expenses pursuant to the Agreement, such expenses shall only be paid to the extent permitted by Fla. Stat. § 112.061 and the CITY policy 1110.060 Travel: University Travel Expense. 32. Notices. Any notice to either Party hereunder must be in writing and signed by the Party giving it and served: 1) by hand; 2) through the United States Mail, postage prepaid, registered, or certified, return receipt requested; or 3) through expedited mail or package service, if a receipt showing the delivery has been retained, and addressed to the addresses above. Notice is effective upon receipt or refusal of delivery. 33. Miscellaneous. a. Assignment/Binding Effect. This Agreement may not be assigned by Contractor without the express written consent of the CITY. Contractor shall have the right to assign this Agreement and the obligations hereunder to any successor of Contractor by way of merger, consolidation, or the acquisition of all or substantially all of the business and assets of Contractor relating to this Agreement upon the City's written approval. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties. b. Governing Law/Venue. This Agreement is governed by the laws of the State of Florida and venue of any actions arising out of this Agreement shall be in the state courts in Miami -Dade County, Florida. c. Survival. Any provision of this Agreement providing for performance by either Party after termination of this Agreement shall survive such termination and continue to be effective and enforceable in accordance with its terms. d. Entire Agreement/Amendments. This Agreement and any documents incorporated specifically by reference represent the entire agreement between the Parties and supersede all prior and contemporaneous statements, agreements, or understandings, whether written or oral, and in any medium. This Agreement may only be amended by written amendments duly executed by both Parties. e. Severability. If any provision or application thereto to any circumstance is held to be invalid or unenforceable, such provision shall be ineffective and the remainder of this Agreement shall remain valid and enforceable. f. Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. SERVICES SHALL NOT BEGIN UNTIL THE AGREEMENT IS FULLY AND PROPERLY EXECUTED BY BOTH PARTIES. Page 8 of 10 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C 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. "City" CITY OF MIAMI, ATTEST: a Florida municipal corporation DocuSigned by: By: �u�ignea oy: �?L DocuSign. by: artuur Pv —.—.. �CS�FUl'Ti2®untu� Todd B. Hannon, Ci - Arthur Nonega V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: "—DS uSignetl by: By: l °°?`-_> `° Victoria Mendez Matter ID: 22-2021 City Attorney ATTEST: Print Name: Brian Alexander Title: CTO (Corporate Seal) By: APPROVED AS TO INSURANCE REQUIREMENTS: By: 1'uvn atiwat Ann -Marie Sharpe Risk Management Director "Contractor" AVISARE CORP. a Delaware corporation Title: Founder & CEO Page 9 of 10 (Authorized Corporate Officer) DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C EXHIBIT "A" SCOPE OF WORK ("SOW") [Enter Scope of Work - specify work to be completed, deliverables and due dates, etc. If more than one page or on separate pages, please attach such documents to the Agreement and write "See Attached."] Attached Exhibit F Page l0 of 10 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C EXHIBIT F South Florida Anchor Alliance Regional Marketplace Avisare General Scope of Work The Regional Marketplace will launch on the Avisare platform utilizing the Vendor and RFx modules, which include the following functions: RFP Marketing, Outreach, Sourcing, Vendor Network Access, Smart Matching, On -going Data Scrubbing, RFP status, and reporting. Each Anchor Institution (Anchor) will transfer their vendor/supplier and their advertised RFPs data to Avisare utilizing the procedures outlined here. Avisare will provide the Anchor with a set of secured RESTful APIs to complete the following tasks: 1. Add existing and new vendors to the platform and associate that vendor with the client for reporting/filtering purposes. 2. Post a new RFP to the system to be matched with existing vendors. 3. Edit an existing RFP/RFQ/IFB/ITB. 4. Add bidder/award information to an existing RFP for reporting purposes. The Avisare system will provide a developer API key to the Anchor for use in accessing the RESTful APIs to manage assets owned by the Anchor, such as RFP postings. Once the system creates a vendor account, the vendor is notified and is the only party capable of editing the account. In the event the Anchor is unable to utilize the Avisare APIs for purposes of managing vendor and RFP data, the Avisare system supports two alternate ways to transfer the data. a. The Anchor can use a pre -formatted CSV file with information on the vendor or RFP and upload it into the administrative interface of the platform on demand. b. The Anchor can use a pre -formatted CSV file and upload it to an AVISARE-hosted SFTP server for automated processing on an agreed -upon schedule. Both options facilitate the creation and management of vendors and RFPs. The Avisare RESTful APIs are the quickest and most scalable way to interact with the Avisare platform in an automated way. The Avisare system is responsible for classifying Vendors and RFPs against Avisare's product and services taxonomy to facilitate matching vendors to RFP opportunities. 5. In addition to the RESTful APIs, Avisare will provide each Anchor with a co -branded website landing page URL to direct vendors to complete self-signup on the AVISARE Regional Marketplace platform. Vendors who sign on to the system via that landing page will also be associated with the Anchor DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C EXHIBIT "A" TO PLATFORM COLLABORATION AGREEMENT Per Anchor-7 with 8th Free Total Per Anchor with Discount Per Anchor 9+ Year 1 $ 95,000.00 $ 665,000.00 $ 83,125.00 $ 95,000.00 Year2 $ 76,400.00 $ 534,800.00 $ 66,850.00 $ 80,000.00 $ 171,400.00 $ 1,199,800.00 $ 149,975.00 $ 175,000.00 Schedule ofPayments Anchor Member Year 1 Year 2 Total Payment Per Anchor Anchor Member 1 $ 83,125.00 $ 66,850.00 $ 149,975.00 Anchor Member 2 $ 83,125.00 $ 66,850.00 $ 149,975.00 Anchor Member 3 $ 83,125.00 $ 66,850.00 $ 149,975.00 Anchor Member 4 $ 83,125.00 $ 66,850.00 $ 149,975.00 Anchor Member 5 $ 83,125.00 $ 66,850.00 $ 149,975.00 Anchor Member 6 $ 83,125.00 $ 66,850.00 $ 149,975.00 Anchor Member 7 $ 83,125.00 $ 66,850.00 $ 149,975.00 Anchor Member 8 $ 83,125.00 $ 66,850.00 $ 149,975.00 Anchor Member 9 $ 95,000.00 $ 80,000.00 $ 175,000.00 Anchor Member 10 $ 95,000.00 $ 80,000.00 $ 175,000.00 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C Exhibit "D" COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Avisare Corp., a for profit corporation, desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the Board of Directors (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of Directors (same as identified above) that this company is authorized to enter into the Agreement with the City, and the Founder & CEO (company officer title) and the CTO (company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company 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 3rd day of February , 2023_. Avisare CORP ("Contractor") An Texas (State) Company l By: (sign) Print Name: TITLE: Print Name: Sky Kelley Founder & CEO Brian Alexander DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C Action by Written Consent of the Sole Incorporator of Avisare Corp. The undersigned, acting as the sole incorporator of Avisare Corp., a Delaware corporation (the "Corporation"), does hereby approve and adopt the following resolutions by this written consent ("Written Consent") pursuant to the laws of the State of Delaware, which shall be effective upon the commencement of the Corporation's existence. Appointment of Director BE IT RESOLVED, that the person named below is hereby appointed to serve as sole director of the Corporation until such time as his successor is duly elected and qualified. Sky Kelley The undersigned, the sole incorporator of the Corporation, hereby resigns as the incorporator of the Corporation, effective immediately following his execution of this Written Consent below. IN WITNESS WHEREOF, the undersigned, being the sole incorporator of the Corporation, executes this Written Consent as of the date below. Dated: July 27, 2015 Ma hew row ey, Esq. rfcorporator DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C Secretary of State CERTIFICATE OF QUALIFICATION I, ALEX PADILLA, Secretary of State of the State of California, hereby certify that on the 23rd day of July 2015, AVISARE CORP., a corporation organized and existing under the laws of Delaware, complied with the requirements of California law in effect on that date for the purpose of qualifying to transact intrastate business in the State of California, and that as of said date said corporation became and now is qualified and authorized to transact intrastate business in the State of California, subject however, to any licensing requirements otherwise imposed by the laws of this State. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of July 28, 2015. ALEX PADILLA Secretary of State NP-25 (REV 01/2015) JXV DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C tOO2L b, 11936 Venice Boulevard, #2 c, S&DC-SIN Statement and Designation by Foreign Corporation To qualify a corporation from another state or country to transact intrastate business in California, fill out this form, and submit for filing along with: — A $100 filing fee (for a foreign stock corporation) or $30 filing fee (for a foreign nonprofit corporation), and — A certificate of good standing, issued within the last six (6) months by the agency where the corporation was formed. Note: If the corporation is a nonprofit, the certificate of good standing also must indicate the corporation is a nonprofit or nonstock corporation. — A separate, non-refundable $15 service fee also must be included, if you drop off the completed form. Important! Corporations in California may have to pay a minimum $800 yearly tax to the California Franchise Tax Board. For more information, go to https://www.ftb.ca.gov. FILED oNi Secretary of State State of California JUL 2 3 2015 CC., This Space For Office Use Only For questions about this form, go to ww^w.sos.ca.gov/business!be/filing-tips.htm. Corporate Name (List the exact name of the corporation, as shown in the certificate of good standing. If the name of the corporation is not available for use in the State of California, the corporation must qualify under an assumed name. E.g., "[list the exact name] which will do business in California as [list the proposed assumed name]." For general corporate name requirements and restrictions in California, go to www.sos.ca.govfbusiness(beiname-avaaabitity.htm.) O Avisare Corp. Corporate History 0 State or foreign country where this corporation was formed: Delaware Service of Process (List a California resident or a California registered corporate agent that agrees to be your agent to accept service of process in case your corporation is sued. You may list any adult who lives in California. You may not list your own corporation as the agent. Do not list an address if the agent is a California registered corporate agent as the address for service of process is already on file.) 0 a. Sky Kelley Agent's Narne b. 11936 Venice Boulevard, #2 Los Angeles CA 90066 Agent's Street Address (if agent is not a corporation) - Do not fist a P.O. Box City (no abbreviations) Stale Zip The corporation named in Item 1 above irrevocably consents to service of process directed to it upon the agent designated above, and to service of process on the California Secretary of State if that agent or that agent's successor is no longer authorized to act or cannot be found at the address given. Corporate Addresses O a. 11936 Venice Boulevard, #2 Los Angeles CA 90066 Street Address of Principal Executive Office - Do not list a P.O. Box City (no abbreviations) State Zip Los Angeles CA 90066 Street Address of Principal Office in California, if any - Do not fist a P.O. Box City (no abbreviations) State Zip Mailing Address of Principal Executive Office, if different from 4a or 4b City (no abbreviations) State Zip Read and sign below: This form must be signed by an officer of the foreign corporation. Sky Kelley Sign here Print your name here CEO Your officer title Make check/money order payable to: Secretary of State Upon filing, we will return one (1) uncertified copy of your filed document for free. and will certify the copy upon request and payment of a S5 certification fee. Corporations Code §§ 210.. 2106, Revenue and Taxation Code § 23153 SSDGSTK/PIP (REV 04/2014) By Mail Secretary of State usness Entities, P,O. Box 944260 Sacramento, CA 94244-2600 Drop -Off Secretary of State 1500 11 th Street. 3rd Floor Sacramento, CA 95814 2014 California Secretary of State www.sos.ca.go'v businessibe Doc ID: d4ad9746442c173b678af149c3202221309f4db0 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "AVISARE CORP . " IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY—SECOND DAY OF JULY, A.D. 2015. AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "AVISARE CORP." WAS INCORPORATED ON THE TWENTY—FIRST DAY OF JULY, A.D. 2015. AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE NOT BEEN ASSESSED TO DATE. 5788826 8300 151082467 You may verify this certificate online at corp.delaware.gov/authver.shtml AUTHEN Jeffrey W. Bullock, Secretary of State TION: 2580720 DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C y certify that 3 foregoing nscript of pages) is a full, true and correct copy of the original record in the custody of the California Secretary of State's office, DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C / A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 02/03/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ISU Stephen B. Marvin Insurance Agency CA License #0523636 P O Box 4370 Lancaster CA 93539 CONTACT Katie Vigil, CISR NAME: PHONE o, Ext): (661) 942-1101 FAX No): (661) 948-0233 E-MAIL katie@marvinins.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURER A: Twin City Fire Insurance Company 29459 INSURED Avisare Corp. 1808 S Good Latimer Expy Dallas TX 75226 INSURER B INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 22/23 GL REVISED (TX) REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y 72SBMBF7023 11/18/2022 11/18/2023 EACH OCCURRENCE 1,000,000 $DAMAGE CLAIMS -MADE X OCCUR TO RETED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PRO PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ AUTOMOBILE - LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY APPROVED BY FRANK GOMEZ 2/3/2023 COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ 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 PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is included as Additional Insured on the General Liability policy on a primary & non-contributory basis, per blanket company endorsement, as required by written contract. DISCLAIMER: THIS CERTIFICATE OF INSURANCE REPRESENTS COVERAGE CURRENTLY IN EFFECTAND MAY OR MAY NOT BE IN COMPLIANCE WITH ANY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION I City of Miami 444 SW 2nd Ave 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 j �yy /7GWvw". ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C Calderon, Yadissa Subject: FW: FW: PROCUREMENT INSURANCE REVIEW FOR AVISARE CORP COI From: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Sent: Friday, February 3, 2023 1:46 PM To: Sky Kelley <sky@avisare.com> Cc: Calderon, Yadissa <ycalderon@miamigov.com>; Maggie Newman <maggie.newman@avisare.com> Subject: RE: FW: PROCUREMENT INSURANCE REVIEW FOR AVISARE CORP COI Good afternoon All, The COI is adequate. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-1760 Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Sky Kelley <skv@avisare.com> Sent: Friday, February 3, 2023 12:43 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Calderon, Yadissa <ycalderon@miamigov.com>; Maggie Newman <maggie.newman@avisare.com> Subject: Re: FW: PROCUREMENT INSURANCE REVIEW FOR AVISARE CORP COI DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C AGENDA ITEM SUMMARY FORM File ID: #12923 Date: 11/03/2022 Commission Meeting Date: 11/17/2022 Requesting Department: Department of Procurement Sponsored By: District Impacted: All Type: Resolution Subject: Accept - Passthrough Grant - SFAA Purpose of Item: The nature of this item is to authorize a resolution of the Miami City Commission, with attachment(s), authorizing the City Manager to accept a passthrough grant award in the amount not to exceed one hundred seventy-five thousand dollars ($175,000.00) ("Grant") from the Health Foundation of South Florida, Inc., a Florida not for profit corporation for the South Florida Anchor Alliance ("SFAA") Regional Marketplace Project ("Project") from September 1, 2022 through August 21, 2024 to fund a cloud - based procurement platform that will establish the regional marketplace; establishing and appropriating the Grant from a new special revenue project fund titled "SFAA Regional Marketplace Grant" in order to fund the Project; further authorizing the City Manager to negotiate and execute the necessary documents, amendments, addenda, extensions, renewals, and modifications, all in forms acceptable to the City Attorney, in order to implement the acceptance and compliance with said Grant. Background of Item: On July 23, 2020, the City Commission via Resolution No. R-20-0205, authorized the City of Miami's ("City") pledge to collaborate with the SFAA and other SFAA South Florida institutions to assist in the implementation of the SFAA's mission to foster individual and collective actions that address economic and social conditions to strengthen the health and welfare of South Florida residents. The SFAA along with other agencies will collaborate to launch a cloud -based procurement platform called the SFAA Regional Marketplace, which will facilitate and make available vital information that will avail opportunities for small businesses to gain knowledge on how to compete for government contracts and thus slightly bridging the gap in the level playing field for small businesses. Budget Impact Analysis Item is NOT Related to Revenue Item is NOT funded by Bonds Total Fiscal Impact: Reviewed B DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C Department of Procurement Office of Management and Budget Office of Management and Budget City Manager's Office City Manager's Office Legislative Division Office of the City Attorney Office of the City Attorney City Commission Office of the Mayor Office of the City Clerk Office of the City Clerk Annie Perez Calvin Fifer Marie Gouin Larry M. Spring Arthur Noriega V Valentin J Alvarez Domini J. Gibbs Victoria Mendez Maricarmen Lopez Mayor's Office City Clerk's Office City Clerk's Office Department Head Review Budget Analyst Review Budget Review Assistant City Manager Review City Manager Review Legislative Division Review ACA Review Approved Form and Correctness Meeting Completed Completed Completed Completed Completed Completed Completed Completed Completed Unsigned by the Mayor Completed Signed and Attested by the City Clerk Completed Rendered Completed 11/04/2022 9:07 AM 11/04/2022 11:07 AM 11/05/2022 2:13 PM 11/07/2022 3:47 PM 11/07/2022 5:13 PM 11/07/2022 5:28 PM 11/07/2022 6:05 PM 11/07/2022 6:58 PM 11/17/2022 9:00 AM 11/22/2022 11:37 AM 11/22/2022 12:04 PM 11/28/2022 3:51 PM DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C City of Miami Legislation Resolution Enactment Number: R-22-0442 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 12923 Final Action Date:11/17/2022 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO ACCEPT AND ALLOCATE A PASSTHROUGH GRANT AWARD IN THE AMOUNT NOT TO EXCEED ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($175,000.00) ("GRANT") FROM THE HEALTH FOUNDATION OF SOUTH FLORIDA, INC., A FLORIDA NOT FOR PROFIT CORPORATION FOR THE SOUTH FLORIDA ANCHOR ALLIANCE ("SFAA") REGIONAL MARKETPLACE PROJECT ("PROJECT") FROM SEPTEMBER 1, 2022 THROUGH AUGUST 21, 2024 TO FUND A CLOUD -BASED PROCUREMENT PLATFORM THAT WILL ESTABLISH THE REGIONAL MARKETPLACE; ESTABLISHING AND APPROPRIATING THE GRANT FROM A NEW SPECIAL REVENUE PROJECT FUND TITLED "SFAA REGIONAL MARKETPLACE GRANT" IN ORDER TO FUND THE PROJECT; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE THE NECESSARY DOCUMENTS, AMENDMENTS, ADDENDUMS, EXTENSIONS, RENEWALS, AND MODIFICATIONS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, IN ORDER TO IMPLEMENT THE ACCEPTANCE AND COMPLIANCE WITH SAID GRANT. WHEREAS, on July 23, 2020, the City Commission adopted Resolution No. R-20-0205 which authorized to City of Miami's ("City") pledge to collaborate with the South Florida Anchor Alliance ("SFAA") and other SFAA South Florida institutions towards the implementation of SFAA's mission to foster the individual and collective actions that address economic and social conditions to strengthen the health and welfare of South Florida residents; and WHEREAS, SFAA is founded by the Health Foundation of South Florida, Inc. a Florida not for profit corporation ("HFSH"), with support from Citi Foundation; and WHEREAS, the HFSH is the entity overseeing the backbone facilitation of the SFAA; and WHEREAS, by being a member of the SFAA, the HFSH wishes to provide the City a passthrough grant award in an amount not to exceed One Hundred Seventy -Five Thousand Dollars ($175,000.00) ("Grant") for the Regional Marketplace Project ("Project") from September 1, 2022 through August 21, 2024; and WHEREAS, the SFAA is a collaborative of regional institutions —hospitals and healthcare systems, education enterprises and municipalities -coming together to harness their collective multi -billion -dollar spending power and vast human and intellectual capital in order to create a more just and inclusive local economy; and WHEREAS, there is no cost for the City's participation as an SFAA member; and WHEREAS, the City desires to accept the Grant and to establish a new Special Revenue Project titled "SFAA Regional Marketplace Grant" in order to fund the Project; and DocuSign Envelope ID: 43E08FB6-46DE-4156-855E-05903B13FC0C WHEREAS, the City Manager wishes to negotiate and execute the agreement for the Grant, attached and incorporated herein; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The City Manager is authorized' to negotiate and execute an agreement with HFSH, including all necessary documents, amendments, addendums, extensions, renewals, and modifications, all in forms acceptable to the City Attorney, in order to implement the acceptance and compliance with the Grant. Section 3. The following new Special Revenue Project is established, and resources are accepted and appropriated as described below: FUND TITLE: SFAA REGIONAL MARKETPLACE GRANT RESOURCES: Health Foundation of South Florida, Inc. $175,000.00 APPROPRIATIONS: $175,000.00 Section 4. The City Manager is hereby authorized1 to accept, allocate, and appropriate the Grant for the Project. Section 5. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: "ndez, ity Attar 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Olivera, Rosemary From: Gandarilla, Aimee Sent: Wednesday, February 15, 2023 2:31 PM To: Hannon, Todd Cc: Olivera, Rosemary; Lee, Denise; Velez, Pablo; Cabrera, Paola; Brown, Sadie Subject: MATTER 22-2021 AVISARE INDEPENDENT CONTRACTOR AGREEMENT (SFAA) Attachments: AVISARE INDEPENDENT CONTRACTOR AGREEMENT (SFAA) MATTER 22-2021.pdf Good afternoon 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, airnee garcdwriaa 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 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement ,.- cap. 1 ti -},png, Enhancing, and Transforming our Community" 1