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AGREEMENT INFORMATION AGREEMENT NUMBER 24472 NAME/TYPE OF AGREEMENT KYNDRYL, INC. DESCRIPTION MASTER AGREEMENT/CLOUD INFRASTRUCTURE ARCHITECTURE DESIGN SERVICES/MATTER ID: 23-843 EFFECTIVE DATE ATTESTED BY TODD. B. HANNON ATTESTED DATE 6/5/2023 DATE RECEIVED FROM ISSUING DEPT. 6/5/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 • ,s, «�;;,,, � * CITY OF MIAMI DOCUMENT ROUTING FORM Department of Procurement ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Kyndryl, Inc. 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) PARTICIPATING ADDENDUM YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Agreement NASPO for IT Strategy, Application Assessment and Modernization Services supplied by Kyndryl, Inc. 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 PR23130 May 25, 2023 1 Annie Perez, CPPO 12:08:43 EDTpos SIGNATURE: ---.. P.^-1 RISK MANAGEMENT May 25, 2023 1 Ann -Marie Sharpe 12:33:03 EDL sq„=„v.. SIGNATURE: Frank r w,vy CITY ATTORNEY Matter 23-843 May 28, 2023 Victoria Mendez 19:35:48 SIGNATURE: foi n, rto ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER June 2 , 2023 Larry Spring, CPA 1 09: 44: 22 EDTpo= sg y SIGNATURE: SP„4 ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER June 2, 2023 1 rtrga 10:38: N9rEiTr V SIGNATURE:goo=�s,9�e Q4 ua^--;4o CITY CLERK June 5, 2023 Todd Hannon SffikkTlSJiEDT snetler CZ:7� PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 IIFII{IIAATE F. 1 IF City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Richard McLaren Contact Person Sr. Procurement Contracting Officer Title 5/25/2023 Date: Procurement Requesting Client (305) 416-1958 Telephone Legal Service Requested: Matter 23-843 - Agreement NASPO for IT Strategy, Application Assessment and Modemization Services supplied by Kyndryl, 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: 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: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: IT Strategy, Application Assessment and Modernization Services supplied by Kyndryl, Inc. 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ❑ City Manager — Authority level of $ ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: 0 RFP/RFQ 0 IFB 0 SOLE SOURCE x PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): $149,850.00 one-time. WHAT IS THE SCOPE OF SERVICES? 1 Application Landscape Services, to understand the in -scope application portfolio (defined in Exhibit- I ) and how it maps to infrastructure, affinities, and inter -dependencies. 2. Develop a Smart City Program portfolio based on current IT application assessment leveraging applications such as MiamiBiz, ESRI and other Industry GIS tools, Web and mobile adaptable presence including intelligent sensors and dashboard capabilities. Develop the functional and technical requirements for the program with a high-level roadmap. 3. Tool based assessment and analysis of MiamiBiz. Development of the blueprint of the next phase (build and implement), architecture and high- level roadmap. 4. Technology Strategy Services, to understand the current IT effectiveness, operational challenges and pain points, technology adoption, strategies, projects, and IT Department roadmap. 3. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? DOIT 4. IS THE AWARDEE INCUMBENT? No 5. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 6. WHEN DOES THE CURRENT CONTRACT EXPIRE? There is not an existing contract. DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 7. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 8. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Piggyback-NASPO solicited by NASPO DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 NASPO ValuePoint PARTICIPATING ADDENDUM CLOUD SOLUTIONS 2016-2026 Led by the State of Utah NASPO k ValuePoint Master Agreement#: AR3710 Contractor: KYNDRYL, INC. Participating Entity: CITY OF MIAMI The following products or services are included in this contract portfolio. • Cloud Infrastructure Architecture Design Services-$100,000 Account Value KYNINC202 • Cloud Infrastructure Architecture Design Services-$50,000Account Value KYNINC207 • Cloud Infrastructure Architecture Design Services-$5000 Account Value KYNINC206 Master Agreement Terms and Conditions: 1. Scope: This addendum covers Cloud Solutions led by the State of Utah for use by state agencies and other entities located in the Participating State [or State Entity] authorized by that State's statutes to utilize State contracts with the prior approval of the State's Chief Procurement Official. 2. Participation: This NASPO ValuePoint Master Agreement may be used by all agencies, institutions of higher institution, political subdivisions and other entities authorized to use statewide contracts in the City of Miami. Issues of interpretation and eligibility for participation are solely within the authority of the Chief Procurement Official. 3. Access to Cloud Solutions Services Requires State CIO Approval: Unless otherwise stipulated in this Participating Addendum, specific services accessed through the NASPO ValuePoint cooperative Master Agreements for Cloud Solutions by executive branch agencies are subject to the authority and prior approval of the Chief Information Officer's Office. The Chief Information Officer means the individual designated by the city within the Executive Branch with enterprise -wide responsibilities for leadership and management of information technology resources of a city. 4. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors): Contractor Name: Kyndryl, Inc. Address: 1 Vanderbilt Avenue Telephone: (904)914-0395 Fax: Email: Bruce.Steadman@kvndrvl.com 1 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 NASPO ValuePoint PARTICIPATING ADDENDUM CLOUD SOLUTIONS 2016-2026 Led by the State of Utah NASPO k ValuePoint Participating Entity Name: The City of Miami c/o Procurement Department Address: 444 SW 2nd Avenue, 6th Floor Miami FL 33130 Telephone: 305-416-1958 Fax: Email: RMcLaren@miamiaov.com 5. PARTICIPATING ENTITY MODIFICATIONS OR ADDITIONS To THE MASTER AGREEMENT These modifications or additions apply only to actions and relationships within the Participating Entity. Participating Entity must check one of the boxes below. LJ No changes to the terms and conditions of the Master Agreement are required. [XI The following changes are modifying or supplementing the Master Agreement terms and conditions. The Section 12 Force Majeure is hereby deleted in its entirety and replaced with the following "Force Majeure" language: 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 Contract 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. The Section 21 Charges, Taxes and Payment is hereby deleted in its entirety and replaced with the following "Charges, Taxes and Payment" language: Orders under this Agreement are fixed -price or fixed-rate orders and shall not include or provide for cost reimbursements. Unless otherwise stipulated in the Contract, payments shall be made pursuant to Section 218-70, Florida Statutes, as amended, the Florida Prompt Payment Act. The Section 37 Governing Law and Venue is hereby deleted in its entirety and replaced with the following "Governing Law and Venue" language: 2 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 NASPO ValuePoint PARTICIPATING ADDENDUM CLOUD SOLUTIONS 2016-2026 Led by the State of Utah NASPO k ValuePoint This Agreement shall be governed by and construed under the laws of the State of Florida regardless of choice or conflict of laws principles. The venue in any proceedings shall be in the courts of competent jurisdiction located in Miami -Dade County, Florida. Each party shall bear their own respective costs and attorneys' fees. The Section 44 Additional Terms and Conditions, Subsection j, titled Notice, paragraph 1, is hereby deleted in its entirety and replaced with the following "Notice" language: 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 the City: Arthur Noriega V City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Chief Procurement Officer/Procurement Director City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 3 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 NASPO ValuePoint PARTICIPATING ADDENDUM CLOUD SOLUTIONS 2016-2026 Led by the State of Utah NASPO k ValuePoint To Kvndrvl: Kyndryl, Inc. Attn.: Bruce Steadman, Business Development Partner 1 Vanderbilt Avenue, 15thFloor New York, New York 10017 THE FOLLOWING TERMS AND CONDITIONS ARE HEREBY ADDED. 1) Public Records Pursuant to the provisions of Section 119.0701, Florida Statutes, as amended, Kyndryl shall comply with the Florida Public Records Laws: a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency to perform the service. b) Provide the public with access to public records, on the same terms and conditions that the public agency would provide the records, and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided bylaw. c) Ensure that public records, that are exempt or confidential and exempt from public records disclosure requirements, are not disclosed except as authorized by law. d) Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession and, upon termination of the Agreement, destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. e) All records stored electronically shall be provided to the City in a format compatible with the information technology systems of the public agency. Should Kyndryl determine to dispute any public access provision required by Florida Statutes, then Kyndryl shall do so at its own expense and at no cost to the City. IF KYNDRYL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119. FLORIDA STATUTES. TO KYNDRYL'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT. CONTACT THE DIVISION OF PUBLIC RECORDS 92 UM 416-1800. VIA EMAIL AI PUBLICRECORDSna MIAMIGOV.COM Q$ REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY. 444 S.W. 2ND 4 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 NASPO ValuePoint PARTICIPATING ADDENDUM CLOUD SOLUTIONS 2016-2026 Led by the State of Utah NASPO k ValuePoint AVENUE. 9TH FLOOR. MIAMI. FLORIDA 33130. KYNDRYL MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 2) 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, City programs or policies, or regulations, upon thirty (30) days written notice. 3) Counterparts/Electronic Signatures: This Agreement and any amendments hereto may be executed in counterparts, 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 the 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. 6. Subcontractors: All contactors, dealers, and resellers authorized in the State of Florida as shown on the dedicated Contractor (cooperative contract) website, are approved to provide sales and service support to participants in the NASPO ValuePoint Master Agreement. The contractor's dealer's participation will be in accordance with the terms and conditions set forth in the aforementioned Master Agreement. 7. Orders: Any order placed by a Participating Entity or Purchasing Entity for a product and/or service available from this Master Agreement shall be deemed to be a sale under (and governed by the prices and other terms and conditions) of the Master Agreement unless the parties to the order agree in writing that another contract or agreement applies to such order. 5 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 NASPO ValuePoint PARTICIPATING ADDENDUM CLOUD SOLUTIONS 2016-2026 Led by the State of Utah NASPO k ValuePoint IN WITNESS WHEREOF, the Parties have executed this Agreement, or have caused the same to be executed, as of the date and year first above written. "Kyndryl" KYNDRYL, INC., a foreign profit corporation authorized to conduct business in Florida. ATTEST: By: Na e: BRUCE STEADMAN Title: _ Business Development Partner_ Date: 4/11/23 ATTEST: By: DocuSigned by: Todd B. Hannon, City DocuSigned by: "City" CITY OF MIAMI, a Florida municipal corporation By: av+itiur Nontla Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: Victoria Mendez (Matter 23-843) City Attorney REQUIREMENTS: Fray/ Gee v7 Ann -Marie Sharpe Risk Management Director DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 NASPO ValuePoint PARTICIPATING ADDENDUM CLOUD SOLUTIONS 2016-2026 Led by the State of Utah NASPO ValuePoint Please email fully executed PDF copy of this document to pAl&nasaovalueaoint.ora to support documentation of participation andposting in appropriate data bases. DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 kynd ryl Kyndryl - IT Strategy, Application Assessment and Modernization Services Statement of Work for City of Miami Prepared for City of Miami a4-4-2023 Page 1 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 The information in this Statement of Work is Kyndryl Confidential and may only be used within the city. This information should not be disclosed under the freedom of information act till the completion of the project. Table of Contents 1. Scope of Work 3 The Project Environment section 3 1.1 Description of Services 3 1.2 Scope Exclusions 6 1.3 Assumptions 7 2. Solution Principles 7 2.1 Modernization Approach and Terminology 7 3. Project Environment 3.1 High -Level Project Schedule 8 3.2 Project Baselines 8 3.3 Tool and License Ownership 8 4. Coverage and Facilities, Terms and Conditions, and. Roles and Responsibilities 9 4.1 Coverage and Facilities 9 4.2 The City and Kyndryl General Responsibilities 9 4.3 City and Kyndryl Roles and Responsibilities by Project Phases 10 5. Termination of Services 13 6. Appendix 14 6.1 Deliverables Completion and Acceptance Process 14 6.2 Project Change Request Process 14 7. Charges and Payment Schedule 16 7.1 Authorized Representatives 16 7.2 Escalation Management for Assessment Events 17 7.3 Exhibit 1 17 S. Acceptance 18 Page 2 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 I. Scope of Work This Statement of Work (SOW) is between City of Miami and the Kyndryl legal entity defined (Kyndryl) and adopts and incorporates by reference the Agreement identified in the Acceptance section. This SOW provides a description of the IT assessment services that Kyndryl will deliver to Client. Within these services, Kyndryl will deliver the following: 1. Application Landscape Services, to understand the in -scope application portfolio (defined in Exhibit-1) and how it maps to infrastructure, affinities, and inter -dependencies. 2. Develop a Smart City Program portfolio based on current IT application assessment leveraging applications such as MiamiBiz, ESRI and other Industry GIS tools, Web and mobile adaptable presence including intelligent sensors and dashboard capabilities. Develop the functional and technical requirements for the program with a high-level roadmap. 3. Tool based assessment and analysis of MiamiBiz. Development of the blueprint of the next phase (build and implement), architecture and high-level roadmap. 4. Technology Strategy Services, to understand the current IT effectiveness, operational challenges and pain points, technology adoption, strategies, projects, and IT Department roadmap. The City of Miami IT Assessment project will have the following phases: • Week 0, prepare for assessment • Discovery • Analysis • Co -create • Report and Iterate The Kyndryl Project Manager will work with designated client SPOCslstakeholders to develop a detailed plan during Week 0. The Project Environment section 1.1 Description of Services A. Application Portfolio Discovery and Assessment B. Tool based assessment of MiamiBiz Application, architecture, and Roadmap C. Development of Smart City Program portfolio functional/technical requirements and high-level roadmap D. High Level Technology Assessment, IT Department high-level roadmap Page 3 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 Assessment Discovery is performed in the first phase of the Assessment and has two specific objectives - collect data through interviews and collection of data via tooling. This information will be collated and analyzed in the Analysis phase. In the Co -create phase results of the analysis will aid the development of the Business and Technical plan and recommendations. Developing Discovery Approach: Develop Discovery Approach ensuring that stakeholders are available and committed to share relevant information for performing discovery in support of the Assessment, Strategy and Modernization program. This includes documenting the Discovery Strategy for the environment including a plan for a) identifying sources / services of information for Discovery, b) deploying tools / appliances, c) collating, normalizing, and storing the inventory data, d) business value / related metrics and more. During the Discovery phase, for each application, Kyndryl will: • Conduct interviews with application, data, and application operational SMEs • Validate city's future state architecture vision • Collect data on constraints on the applications in the assessment (including SLAB} • Collect data on security and regulatory compliance • Perform Surveys and data collections into tools • Survey application owners for business value and related metrics This will give us a full understanding of the overall applications including Code, Data, Operations, and various Business Value parameters, Our assessment will include aspects of: 1) IT FINANCIALS FINANCIALS($ M) arevr er flr u.ng E Er sperm, --- - _r.r+wn tc. ssvra ACM eppnd �._ hva a.erallloam - e 0..1•1005ae.:Mp1 at nova. .r•Va FT Wert w1A{g1WCF!W~j.(rtf Ea Min b _tea_ rti.a 10wa5 .sArelevervee�4 LMia ran -lost. ve+e 26. eewawfe wsir au nrd.-GC 40 ..Neeurn Ore -tat rgtfaltnt i.,wgmV S.C7-u +a^rF ttbi 2) CLOUD JOURNEY G.Ouo aoypKEY Cann saee .ww.34.1. r ro - y vvr...wrr vs rr� w - ar.. n 1e a p ec /, 1 During the Analysis phase Kyndryl will: 3) OPERATING MODEL r,x.vW. 1-f•rr..a. Fr 0, .+^_.Yt.ewan, wowsa.... , • Consolidate data collected during the Discovery phase • Perform gap analysis to validate the Discovery Data; correct and normalize the Discovery Data • Deep dive into the applications, documenting current state architecture including: o Application details/portfolio (from interviews and tooling if used) o Integration patterns used by the applications, Databases and Transactional models for the applications Page 4 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 o Resilience/Business Continuity, security, and regulatory compliance • Document technologies in use and technologies for a future state architecture and operating model • Document findings on operating model • Perform an Analysis of the application During the Co -create phase Kyndryl will work with the city to: • Develop a target state architecture including application, platforms/infrastructure & managed services • Create Recommendations and options for modernization for the applications • Create Recommendations regarding the disposition of the applications • Create Recommendations for data modernization and/or data migration • Create Recommendations for integration modernization & migration • Create Application Migration and Modernization journeylroad map • Create a Target Operating Model and a Business Value case • Document results in: o A Target State Architecture disposition "To -be" platform and infrastructure Landing Zones options and dispositioning, following Hybrid Platform Architectural best practices and governance, with a strategy and planning for cross -platform management services o A High-level Transformation Roadmap including sequenced initiatives based on business priority and technical complexity to achieve the target state. o A detailed Roadmap, High Level Architecture and Strategy will be developed, for MiamiBiz application o An Effort Estimate Summary, a high-level estimate for proposed scope of modernization o A Target Operating Model including combined squad delivery model, integrated governance) COE structure and charter, management service scope, transformation KPIs and methodology o A Future State Operating Costs report including summary current state costs, potential cost saving opportunities, and estimated high-level operating costs in the future state o A Strategy Summary of current IT effectiveness, operational challenges and pain points, technology adoption, future strategies, and areas for future projects. During the Report phase Kyndryl will review all the deliverables with client stakeholders including: • Target Application and platform options • Directional Roadmap • High-level Transformation Roadmap • Current and Target State Infrastructure Costs • Transactional flow diagram for the applications • Indicative Value Case • Target Operating Model Page5of18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 • Recommendations for improvement across applications, infrastructure, and operations. Smart City Program Portfolio Scope. Kyndryl will develop a Smart City program portfolio strategy and roadmap utilizing the assessment data of current IT applications, and IT operating models; working closely with City of Miami key business and IT stakeholders. Kyndryl will review existing apps such as MiamiBiz and others, identify opportunities to recommend enhancements supporting Smart City Program goals with functional and technical requirements. Listed below are some of the functional requirements as an example: • Web and Mobile adaptable presence in apps • Intelligent sensors in traffic lights • GIS functions in certain applications to route real-time maps • Dashboards for certain applications • Automations for certain manual processes in IT apps Kyndryl will develop the functional and technical requirements for the program with a high-level roadmap, Technology Assessment and Roadmap Scope: Kyndryl will perform the Technology Strategy assessment workshop while working closely with business and technology stakeholders, understanding business capability enabled through the IT technology, helping to finalize the Enterprise Technology Strategy. Furthermore, Kyndryl will provide additional insight into operationalizing the strategy by providing Strategic roadmap and key initiative that CLIENT should consider undertaking in their Strategic objectives. Listed below are the functions, Technology Strategy workshop includes High-level review of: • Current IT Technology stacks • IT Tools • IT Operations Support process • Application Software Development Life Cycle (SDLC) process • Current IT Projects Overview at high-level • Current IT Roadmap Kyndryl will develop a Technology Strategy Assessment report and high-level roadmap, including a PowerPoint summary. Project Closure The final phase of the project is reviewing all the deliverables with client stakeholders and acquiring signoffs. 1.2 Scope Exclusions The following are excluded from Kyndryl's scope under this SOW. Client agrees to be responsible for the following: • Remediation of issues in source environment to enable Assessment of workloads. Page 6 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 • Any kind of software development and enhancement. 1.3 Assumptions • Scope of Services will be to do discovery and analysis of in scope applications and co -create with CLIENT a recommended application modernization approach • Usage of tools to discover application details which requires that CLIENT will make the source code available. • City of Miami will make available the following resources: o Application tower leads o Current inventory of Application Portfolio (including Land Management details), application, platform, interface, batch, etc--- o Network and Infrastructure SMEs o Key business stakeholders o Existing technical and functional documentations o Current application and infrastructure Run/operational costs; including labor, software, and infrastructure 2. Solution Principles 2.1 Modernization Approach and Terminology Our modernization assessment is built on the following dispositioning approach: Application 7Rs Assessment We can help you choose theight approach or disposrrlorior your applications and business based on the application characteristics and the proptssed business value to be achieved_ Application modernization potential dispositions (7Rs) Re host Re-plalrorrn Refackx Re -Architect Replace Retain Retire Mow applications withaat changes. In Large -stele legacy migrations. organizations are 'oolong to moot guuYciy zy meet business objectives (Lift and Shifty Move an appticatnn to the untie and introetce 5emetevef of oolimcation to take advantage of cloud rapabbties_ You Mr not change he core architecture of the apphoalion. {Li9, Tinter and Sh1j Reconfigcao and re6 c- h the infrastructure, tab, and middteware vnthout a code change. May also indudc meriting et one or mare 007Y70nents or an application,. E0 take advantage et Hance tlovdsenates withoutMeting functionality Roar:Moot and dewlap an apptication using dozed-natrrn Features to modernize. improve agdity..olxri.ance, and SMIabiRy Urange to a different product typically try wooing from a Iraditionai application to software as serves ISaaSI product and migrate data from ywrr on -premises appEcakon to the now product Keep applications in Melt current oreor ernent. T0ESE appncaeoas are critical car rho bcc5 tress not [ertuae major rearchitectarg before they can be migratedor are legacy ap- rations which hate no business justification for migrating. Decommission or remote applrairons that are nolbnger traded in your source envaomrent. Example Application Disposition Analysis Page 7 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 3. Project Environment This section shows the project baselines and the scope of Assessment and Modernization solution project. 3.1 High -Level Project Schedule Assessment Project Start Date: 4/17112023 (week 0) Assessment Project End Date: 6/2/2023 Phases: Phase 1 — Assessment (In scope of this SOW) • Week 0: prepare for assessment — Project initiation, planning and timeline development • Discovery — Data gathering via tool, SME and business discussions, documentation reviews, etc. • Analysis: Review and analyze data • Co -create: formulate strategy and roadmap with key client stakeholders, architecture and business designs • Report: develop reports and finalize with key client stakeholders Phase 2 — Develop Target State Solution and Implementation — (Not in scope of this SOW) 3.2 Project Baselines The following table provides a summarized view of the baselines of the source environment to be assessed at the time of SOW contract signature. Upon completion of the Discovery phase, if the scope of Assessment volumes changes, a change request document will be necessary to affect the changes in scope. Infrastructure Details City of Miami Data Center Number of Applications Up to 100 Applications used by City of Miami Access to all applications data To be provided by the city applications, this includes all code, scripts, and other artifacts related to development, deployment, and execution of the applications 3.3 Tool and License Ownership Kyridryl will provide and retain the Tool licenses. Page 8 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 4. Coverage and Facilities, Terms and Conditions, and Roles and Responsibilities 4.1 Coverage and Facilities Services will be performed remotely and on -site as necessary by Kyndryl. Kyndryl may use personnel, resources, and third -party suppliers worldwide, to provide the Services. Client agrees to: • Not provide access to content that is export controlled or requires an export license by Kyndryl or its affiliates • Confirm that no regulatory restrictions come in the way of engaging the global team to execute the Assessment events • Ensure that no restrictions or prohibitions apply to Client's applications and data that would limit or prevent Kyndryl from remotely delivering the Services to Client Kyndryl will perform work listed in this SOW involving The City of Miami's personnel during Client's business hours (8.00 a.m. to 5.00 p.m.), Monday through Friday in Client's time zone, except statutory holidays, or specified windows mutually agreed to. In some cases, Client may be required to provide access to its sites outside the normal business hours, as mutually agreed between Client and Kyndryl_ 4.2 The City and Kyndryl General Responsibilities a) All tools deployed by Kyndryl during this project will adhere to applicable regulations. Kyndryl and The city will take necessary actions respectively for the tools to be compliant with the regulations b) For the tool licenses procured by Kyndryl in support of the project, Kyndryl reserves the right to retain any unutilized licenses at the end of the project as they will not be transferred to The city c) Any deviations from the baselines set out in Project Environment section will be subject to a Project Change Request and The city will be liable for any additional costs incurred by Kyndryl; deviations are listed below, but are not limited to: i. Size of the environment (variation from baselines) ii. Project duration and schedule (variation from baselines) iii. Assessment Strategy and Patterns (The city requested change) iv. Complexity mixes of the workloads (variance in the mix of the distribution) v. Change of tools to be used in the project (The city requested change) d) The city will own the copyright in Project Materials that Kyndryl develops for The city under the Service. Project Materials exclude works of authorship delivered to The city, but not created, under the Service, and any modifications or enhancements of such works made under the Service (Existing Works). Kyndryl grants The city an irrevocable (subject to The city's payment obligations), nonexclusive, worldwide license to use, execute, reproduce, display, perform and prepare derivatives of Existing Works. Kyndryl retains an irrevocable, nonexclusive, worldwide, paid -up license to use, execute, Page 9 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 reproduce, display, perform, sublicense, distribute, and prepare derivative works of Project Materials 4.3 City and Kyndryl Roles and Responsibilities by Project Phases During the lifecycle of the Assessment, resources from Kyndryl and The city perform numerous tasks and activities in a variety of roles. These roles span both the project management and technical domains. Their responsibilities are outlined below. 4.3.1 Project and Technical Leadership Kyndryl will deploy a project team headed by a Project Manager and an Architect. They will establish and deliver the project and technical governance that will provide the framework for communications, reporting and procedural and contractual activities for the duration of the project. Kyndryl Project Manager will act as the single point of contact between Kyndryl and City of Miami Project Manager. Kyndryl Architect will own and lead all Kyndryl technical deliverables for the project. Kyndryl Responsibilities Kyndryl will: a) Conduct a Project Kick Off Workshop with all key city and Kyndryl stakeholders and document Project Definition Report (PDR), the initial view of High -Level Assessment Schedule and Project Plan considering Change Freezes, Maintenance Windows, Critical Business Periods and Long Lead Time Tasks and maintain it throughout the duration of the Project b) Implement a Project Management System to proactively manage Assessment activities, milestones, dependencies, resources, deliverables status, issues, risks, and changes. conduct project meetings as per defined management system c) Manage a log of Project Risks, Assumptions, Issues and Dependencies (RAID log) d) Manage and report progress and deviations from the baselines set out in Project Environment section e) Administer the Change Control Procedure, as defined in Appendix section Project Change Request Process with The city Project Manager f) Procure tools that are enlisted as Kyndryl owned in the Project Environment section g) Establish joint technical governance for managing architectural decisions of the project The city Responsibilities The city will: a) Appoint a Project Manager who will act as the single point of contact with the Kyndryl Lead Project Manager b) Assist Kyndryl as necessary in the development of the Assessment Schedule, Project Plans and provide associated documentation Page 10 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 c) Collaborate with the Kyndryl Lead Project Manager to develop and implement a Communications Plan for the Assessment Project, which will include frequency of reporting and project status meetings d) Establish and facilitate communications between the Kyndryl Project Team, The city's application and functional SMEs, database, and application support teams through the lifecycle of the Assessment project for support and resolution of the issues e) Coordinate the review and acceptance of project deliverables submitted by Kyndryl fj Share with Kyndryl The city's Application/Business Change Calendar highlighting key dates that may impact the Assessment Calendar g) Administer the Project Change Control Procedure, as set out in Project Change Request Process (6.2 Project Change Request Process) along with the Kyndryl Project Manager h) Provide Kyndryl with the current application, infrastructure, and operational costs. i) Deploy the tool(s) provided by kyndryl for discovery and assessment in the City of Miami Data Center and grant the tools privileges to observe the processes and communications between the processes in the city data center. Kyndryl Deliverables and Completion Criteria Deliverable Ref # Deliverable Name Definition Completion Criteria 1 Project Definition Report and Project Plan Project Definition Report includes the following topics - ■ Project Obj ectives • Scope definition • Project Deliverables and Completion Criteria Progress Review Meetings- Project plan encompassing all phases and milestones as per contractual scope and schedule Project Definition Report and Project Plan approved by The city and Kyndryl authorized stakeholders 2 Application Portfolifita Discovery and Assessment Report Assessment report in MS PowerPoint and MS Excel includes — • Application 7R Assessment Disposition Report • Application affinity with dependency matrix in MS Excel Delivery and review of the reports with The city key stakeholders 3 MiamiBiz Application Architecture Diagram and Roadmap Document MiamiBiz application assessment report and target architecture diagram includes — • Detailed finding document • Application roadmap and target architecture diagram Delivery and review of the reports with The city key stakeholders Page i I of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 Smart City Smart City Program Portfolio Program High-level Roadmap, includes — Delivery and review of the 4 Portfolio • Functional and Technical reports with The city key High-level Requirements stakeholders Roadmap ■ Program roadmap Technology IT Strategy and High-level Strategy Roadmap for The city IT Delivery and review of the 5 Assessment department, includes — reports with The city key and • IT Operations effectiveness stakeholders Roadmap ■ Technology adoptions 4,3.3 Discovery and High -Level Planning Kyndryl Responsibilities Kyndryl will: a) Conduct assessment interviews with The city's application teams to gather business details for the applications b) As needed gather additional Workload details by deploying discovery tools, initiating data collection, and implementing an Assessment Data Repository as needed to store information of the infrastructure and application metadata elements c) Review and analyze the Current State Architecture and inventory baselines shared by The city; update the Assessment Data Repository with insights on, i. Infrastructure (Compute, Storage and Network) provided by Kyndryl operations team ii. Application Portfolio iii. Shared Services d) Request from city SMEs the details of the designated applications and how they utilize the platform and middleware e) Review the current environment to understand the dependencies and affinities between applications, infrastructure, middleware, platforms, and shared services based on the discovery data and The city provided information f) KyndryI will provide a high-level roadmap and perform an effort estimate summary (ROM) and will also provide an initial target operating model g) Survey the city for application business value and related attributions. The city Responsibilities City of Miami will: a) Share available inventory and data related to the designated applications and work with Kyndryl to identify other sources of data and their owners b) Coordinate the completion and return of questionnaires / surveys pertaining to infrastructure (if needed) and applications in the source environment to Kyndryl c) Work with Kyndryl to jointly define a future data model for the applications to support the scope of work Page 12 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 d) Share with Kyndryl the documentation relating to the Current State Architecture (CSA) of the designated application (if available) e) Facilitate Kyndryl interviews with application owners and other infrastructure support team members f) Provide Kyndryl with the IT resources and approvals (server and access) to install and use the tools. g) Provide Kyndryl with access to the source code that Kyndryl will analyze 4.3.4 Project Closure Kyndryl Responsibilities Kyndryl will: a) Submit the Project Completion Report to the City Project Manager. City of Miami Responsibilities The City of Miami will: a) Acknowledge the completion of the project and b) Accept Project Completion Report. Kyndryl Deliverables and Completion Criteria Deliverable Ref# Deliverables Definition Completion Criteria 1 Project Completion Report Project Closure Report Project Closure Report 5. Termination of Services The Services will end upon the earlier of: a) The completion criteria being met; or b) The End Date, except that if the completion criteria are not met at the End Date and the reasons for such failure are due solely to causes which are within Kyndryl's reasonable control then: I. Kyndryl will continue to provide the Services at no additional charge for up to a maximum of five working days (the Delay Period) unless a longer Delay Period is mutually agreed at that time; and II. If, on the expiry of such Delay Period, the completion criteria are still not met (due to causes within Kyndryl's reasonable control), the provision of the Services will end, In this event, the city will not be invoiced the applicable charge for any Date/Event, as detailed in the above Charges section, that has not been achieved as at the effective date of termination (the Outstanding Invoicing Amount). The total Fixed Price will be reduced by the Outstanding Invoicing Amount, Page 13 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 If Kyndryl must work beyond the End Date, then the terms of this SOW will continue to apply unless otherwise agreed in writing. Either party may terminate this SOW by giving the other party not less than 30 days' written notice. Upon termination, the city will pay the following amounts to Kyndryl: a) The charges for Services Kyndryl provide and Products Kyndryl delivers through termination; and b) The charges for all deliverables Kyndryl prepare through termination, whether or not completed or delivered. The chares for these deliverables will be determined by Kyndryl based on: I. a prorated amount calculated as the total charges for the preparation or completion of such deliverables or milestones as set forth in the SOW, multiplied by the percentage of the period designated in the SOW for the preparation or completion of such deliverables or milestones that has expired as of the termination date, or II. time and materials charges calculated as the number of hours expended by Kyndryl on the preparation or achievement of such deliverables or milestones at Kyndryl's then -standard rates for these hours. c) Any holdbacks retained by the city that are related to partially prepared deliverables or partially completed milestones, and d) All costs and expenses Kyndryl incur in terminating the Services. The Services charge will also be subject to any adjustment charges specified in Charges. 6. Appendix 6.1 Deliverables Completion and Acceptance Process Following the informal deliverable reviews and workshops, a five business days sign -off process will be followed for each of the deliverables which comprises the steps below: Documentation a) Kyndryl will publish the deliverable document for review by The city. b) The city will review and provide feedback. c) If required, Kyndryl will facilitate a meeting to understand the feedback and discuss updates to the document. d) Kyndryl will complete the document updates and republish to the city for sign off; and e) The city will sign off on the deliverable. In the event The city is unable to perform the above outlined steps for any documentation deliverable within five days, the deliverable will be deemed as accepted. 6.2 Project Change Request Process Changes to this SOW that may arise during the project will be managed through the Project Change Control Procedure: a) Project Change Request (PCR) will be the vehicle for communicating change. The PCR will describe the change, the business rationale for the change, and the effect the change will have on the contracted work. Page 14 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 b) If The city requests a change, The city Project Manager must obtain authorization from the business sponsor before submitting a PCR to Kyndryl. c) The designated coordinator of the receiving party may either accept the PCR for implementation or further investigation or reject it. d) Before Kyndryl starts its investigation, Kyndryl will inform The city of any additional charges to investigate the PCR, to be duly authorized by The city Sponsor. A PCR must be signed by authorized representatives from both parties to authorize investigation of the recommended changes. e) A written Change Authorization must be signed by the authorized representative from both parties for it to be valid and to authorize implementation of the investigated changes. Until a change is agreed in writing, both parties will continue to act in accordance with the latest agreed version of the SOW. Any changes to this SOW may affect the charges and other terms of the SOW. Kyndryl will invoice The city for any such charges. Sample `Project Change Request' Form The template below will be used to raise PCRs. This template should be copied into a new document for each PCR. PROJECT CHANGE REQUEST (PCR) PCR Date: Requested by: PCR Number: This PCR must be approved by both parties and signed below on or before the offer expiration date before the PCR can be implemented. This offer will expire on ; date ; unless extended by Kyndryl in writing. All other terms in the referenced SOW not affected by this PCR, remain in full force and effect. The parties agree that this PCR modifies the existing referenced SOW as follows: insert language regarding the changes to the SOW her:, insert language regarding the impact of the changes here'... sample text is below i If extending the date ! The new estimated End Date is ; End Date; . ' if adding, hours: ; The additional estimated services hours for this PCR are ;Number of hours; at . Hourly_ rate per hour, for additional estimated professional services charges of S ; Fee total#. ' If adding Fixed Fee Services: 1 The additional fixed fee for performing the Services defined in this PCR is S Fee total If adding T&I.: ; The additional estimated travel and living expenses (including actual transportation and lodging, and per diem meal expenses) for this PCR are S ; Expenses F . PCR Approval In entering into this PCR, each of us agrees that the complete agreement between us about these Services consists of 1) this Project Change Request, 2) the referenced SOW including any previous mutually approved PCRs, and 3) the Agreement or any equivalent agreement in effect between us as identified in the SOW. Page 15 of 18 DocuSign Env ope ID: 70C15558-913E-4342-B21D-161A2EBE5FA9 - Agreed to: Agreed to: City of Miami Kyndryl By (Authorized Signature): By (Authorized Signature): Name (type or print): Name: Date: Date: PCR Estimated Start Date (remove if not applicable): SOW Name: PCR Estimated End Date (remove if not applicable): SOW Number: Kyndryl e-mail ID: 7. Charges and Payment Schedule Unless otherwise stated herein, the charges are based upon a contiguous work schedule. Any delays caused by dependencies on The city -side actions that impact the schedule are subject to the Project Change Control Procedure and may result in an increase in charges. Charges for the services delivered under this SOW will be on a per unit basis. Charges provided below are for one workload and will be multiplied by the total number of workloads migrated every calendar month to compute the payables. Description Unit of measurement Charges per unit Discovery and Assessment of Application Workloads, roadmap Per Workload N/A Kyndryl Application Assessment & IT Technology Strategy Assessment $149,850.00 USD TOTAL $149,850.00 USD • The city will be invoiced on a fixed fee basis at the end of the engagement. • Amount is due upon receipt of the invoice and payable within 30 days of the invoice date to an account specified by Kyndryl. • Travel, accommodation, and incidental costs will be billed to the city on actuals within the GSA guidelines required by the city. • All other terms and conditions as per MSA will apply (if applicable) 7.1 Authorized Representatives Page 16 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 The city acknowledges and agrees that the following city Personnel are authorized to act on its behalf in relation to this SOW, and in so doing bind the The city. The city will make reasonable efforts to keep this written list current to a) Gee Chow 7.2 Escalation Management for Assessment Events For issues arising during Assessment events, The city and Kyndryl agree to resolve the issues as agreed to in the Governance Process established at the beginning of the program during project kick-off. The city and Kyndryl Project Managers will leverage other SMEs as necessary to develop alternatives and agree on a resolution plan. 7.3 Exhibit 1 In scope Applications # Application Server Volume DB Count 1 Application List up to 100 100 Totals Page 17 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161A2EBE5FA9 8. Acceptance Kyndryl agrees to provide the Services provided The city accepts this SOW, without modification, by signing in the space provided below on or before 03/31/2023 This SOW adopts and incorporates by reference the Master Contract No. AR3710 (the "Master Contract") and the Participating Addendum executed between Kyndryl and the City of Miami (the "PA")(collectively the "Agreement") This SOW, its Appendices, and the Agreement (or any equivalent agreement in effect between the parties) identified below, are the complete agreement regarding the Services, and supersede any course of dealing, discussions, or representations between The city and KYNDRYL. Each party accepts the terms of this SOW by signing this SOW (or another document that incorporates it by reference) by hand or, where recognized by law, electronically. Any reproduction of this SOW made by reliable means is considered an original. If there is a conflict between the terms of this SOW and the Agreement, the terms of the SOW will govern. Agreed to: The City of Miami By a ravitt Agreed to: KYNDRYL Corporation By Au t3:`r'd signature Authorized signature Title: City Manager Title: Name (type or print): Arthur Noriega V Name (type or print): BRUCE STEADMAN Date: June 2, 2023 I 10:38:59 EDT Date: 3/29/23 After signing, please return a copy of this Agreement to the following Kyndryl Partner: Name: BRUCE STEADMAN Phone number: 904-914-0395 Email address: Bruce.steadman@kyndryl.com Name: Wali Rahman Phone number: 512-921-3613 Email address: Waliur.rahinaan'17 ].coa l Page 18 of 18 DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 A� O® CERTIFICATE OF LIABILITY INSURANCE 1 DAT5/2/2023 YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Northeast, Inc. One Liberty Plaza 165 Broadway, Suite 3201 New York, NY 10006 CONTACT NAME: PHONE +1 (866) 283-7122 1 FAX +1 800 (A/C. N ( ) 363-0105 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: ACE American Insurance Company 22667 INSURED Kyndryl Holdings, Inc., including Kyndryl, Inc. & any other subsidiary corp. majority owned or controlled by the Insured 1 Vanderbilt Avenue New York, NY 10017 United States Indemnity Insurance Company of North America INSURERB: 43575 INSURER C: North American Capacity Insurance Company 25038 INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:572272 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 LSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (M D/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY X X HDO G7295452A ® 11/3/2022 1 3/2023 EACH OCCURRENCE RENTED PREM SESO(Ea occurrence) $ 2,000,000 CLAIMS -MADE X OCCUR $ 2,000,000 MED EXP (Any one person) $ 25,000 PERSONAL &ADV INJURY $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG $ Included $ B AUTOMOBILE Y LIABILITY ANY AUTO OWNED — SCHEDULED AUTOS NON-OWNEDet).14.sk AUTOS ONLY X CAL H25574230 O 11 /3/2022 11/3/2023 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAR O OCCUR CLAIMS -MADE O ,� J EACH OCCURRENCE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N AA � �% I't�(` le , age 2 See Page 2 See Page 2 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ $2,000,000 E.L. DISEASE - EA EMPLOYEE $ $2,000,000 E.L. DISEASE - POLICY LIMIT $ $2,000,000 C Professional Errors & Omissions Liability & Cyber Liability N/A N/A 5360.1 11/3/2022 11/3/2023 Per Claim Aggregate $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Job Description / Project Name / Project Number: SOC-XF32JF6 The policies listed above are not intended to replace locally mandated (statutory) insurance policies in various countries, other than the USA. Please see next page for any additional language. CERTIFICATE HOLDER CANCELLATION City of Miami c/o Procurement Department 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 United States I 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 Authorized Representative: Aon Risk Services Northeast, Inc. Mj , 45 Hwy .yL"a/G �/ c/Y ACORD 25 (2016/03) ® 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 ACO ADDITIONAL REMARKS SCHEDULE AGENCY Aon Risk Services Northeast, Inc. One Liberty Plaza 165 Broadway, Suite 3201 New York, NY 10006 NAMED INSURED Kyndryl Holdings, Inc., including Kyndryl, Inc. & any other subsidiary corp. majority owned or controlled by the Insured 1 Vanderbilt Avenue New York, NY 10017 United States EFFECTIVE DATE: Various (see prior page) ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance EMPLOYERS LIABILITY/WORKERS COMP POLICIES Policy Number SCF C68925812 (WI) WLR C68925770 (AOS) Eff. Date 11/3/2022 11/3/2022 Exp. Date 11/3/2023 11/3/2023 Company Affording Coverage ACE Fire Underwriters Insurance Company Indemnity Insurance Co of North America ID City of Miami c/o Procurement Department is hereby listed as an additional insured on the Commercial Gene Q5ility Insurance Policy issued in the USA but only to the extent the interests may appear. City of Miami c/o Procurement Department is hereby listed as an additional insured on the Automobil L4 Insurance Policy issued in the USA but only to the extent the interests may appear. to Waiver of Subrogation is applicable to the Commercial General Liability policy listed above. 1 i � V With respect to Voluntary Compensation and Contingent Employers Liability: All operations incidental to the conduct of Named Insured's business in the United St Commercial General Liability Additional Wording: Contractual Liability is included General Liability evidenced herein is Primary and Non -Contributory to other inr the policy's provisions. �`/ merica. e General Liability policy. available to an Additional Insured, but only in accordance with Employer's Liability Additional Wording: Limits of Liability - Statutory - State of Florida - Waiver of Subrogation. However, waiver of subrogation does not apply in instances of gross negligence on the part of the customer, where gross negligence is defined to mean carelessness that is reckless disregard for the safety of others and/or a failure to use the slightest degree of care. Professional Liability Additional Wording: Coverage includes network security and privacy liability. No retro date in term of claims. If there is a question regarding this certificate please contact Karl (Aon) Maheia (Email: karl.maheia@aon.com Phone: 847.442.6508) ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 It is critical that ALL requirements are fulfilled in order to gain approval quickly Successful Proposer shall, indemnify, hold / save harmless and defend at its own costs and expense, the City and its officials, from and against any and all claims, liabilities, losses, and causes of action, which may arise out of Successful Proposer's performance under the provisions of the contract, including all acts or omissions to act on the part of Successful Proposer, including any person performing under this Contract for or on Successful Proposer's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the negligence or misconduct of the City and, from and against any orders, judgments or decrees which may be entered and which may result from this Contract, unless attri r .ble to the negligence or misconduct of the City, and from and against all costs, atts fees, expenses and liabilities incurred in the defense of any such claim, or the investin thereof. The Successful Proposer shall furnish to the City of Miami, c/o �?�4tement Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130; Certifica (s�f.�if Insurance which indicates that insurance coverage has been obtained which meets t irements outlined below: (1) Worker's Compensation O A. Limits of Liability - Statutory - State of Fl 'Waiver of Subrogation (2) Commercial General Liability z3ry & Non -Contributory): A. Limits of Liability O Bodily Injury and Property 4e Liability - Each Occurrence: $1,000,000 General Aggregate Li 000 000 Personal and Adv. : $1,000,000 Products and Completed Operations: $1,000,000. B. Endorsements Required: City of Miami included as an Additional insured. Employees included as insured. Contractual Liability. (3) Business Automobile Liability A. Limits of Liability DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 Bodily Injury and Property Damage Liability Combined Single Limit. Owned/Scheduled Autos including Hired, Borrowed or or Non -Owned Autos used in connection with the work - Any One Accident: $1,000,000 B. Endorsements Required: City of Miami included as an Additional Insured (4) Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident rb 9(1/ $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 9 (5) Professional Liability/Errors and Omissions Covera e J Combined Single Limit, Each Claim: $1,000,0004</ General Aggregate Limit: $1,000,000(-) V Deductible: Not to Exceed 10% (6) Cyber Combined aggregate limit $1 14 I.11�10 • BINDERS ARE UNACCEPTABLE. Include Retro Date The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Proposer. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The Company must be rated no less than "A" as to management, and no less than "Class 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: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holder. Compliance with the foregoing requirements shall not relieve the Proposer of his liability and obligation under this section or under any other section of this Agreement. - -If insurance certificates are scheduled to expire during the contractual period, the Proposer shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of ten (10) calendar days in advance of such expiration. - -In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the City shall: (4) Suspend the contract until such time as the new or renewed certific to e received by the City in the manner prescribed in the Invitation To Bid. (5) The City may, at its sole discretion, terminate this contract procurement damages from the Proposer in conjunction with t Conditions of the Bid. The Proposer shall be responsible for assuring that thi I�<.i'ance certificates required in conjunction with this Section remain in force for th :tion of the contractual period; including any and all option terms that may be granted to - roposer. Q� V O O Q Q Q P ii, 99 ciuse and seek re- eral and Special Terms and ti DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 From: Gomez Jr., Francisco (Frank) To: Gandarilla. Aimee Cc: Quevedo, Terry Subject: RE: rm.Certificates - Your Combined Liability certificate #572270 has been issued Date: Tuesday, May 2, 2023 11:01:39 AM Attachments: image006.pnq image007.pnq image009.pnq image010.pnq image011.pnq Hello Aimee, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing,W Transforming our Community" From: Gandarilla, Aimee <AGandarilla@miamigov.com> Sent: Tuesday, May 2, 2023 10:54 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com> Subject: FW: rm.Certificates - Your Combined Liability certificate #572270 has been issued Good morning Frank, Please review and let me know. Thanks! DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 DELEGATION OF AUTHORITY I, Evan Barth, Assistant Secretary of Kyndryl, Inc., do hereby certify that in accordance with and pursuant to the resolutions of the Board of Directors ("Board") of Kyndryl, Inc. ("Company") duly adopted by the unanimous written consent of the Board dated as of August 27, 2021, that as Assistant Secretary I have been duly authorized to approve, execute and deliver in the name of and on behalf of the Company all contracts, instruments, bids, proposals, bonds and other documents (and amendments thereto) necessary or appropriate in the ordinary course of the Company's business, including, without limitation (i) contracts and other documents for the sale, lease or license of products and services, (ii) contracts and other documents for the purpose or procurement of supplies, materials or components, (iii) documents for the prosecution, settlement and disposition of claims and suits in the ordinary course (including environmental matters), (iv) documents prepared for or filed pursuant to governmental reporting or certification requirements, (v) contracts with insurance related agents, brokers or other similar parties, (vi) contracts with benefit plan trustees, administrators and investment advisors, (vii) contracts with tax service providers, and (viii) other contracts and documents in furtherance of manufacturing, development, marketing and protection of the Company's products, services, and assets (including intellectual property); and to delegate this authorization within the Company's organization in the United States, including Puerto Rico; and that said authorization has not been modified, amended or rescinded and continues in full force and effect. So authorized, I hereby delegate said authority to execute and deliver in the name of and on behalf of the Company any such contract or other document or instrument reasonably related to, or performed in accordance with, the job duties, and/or responsibilities of the persons holding the below listed positions with the Company or any of the Company's direct or indirect wholly owned subsidiaries in the United States, including Puerto Rico: Position titles that include the words: Group President Chief Financial Officer Treasurer Vice President Country President Strategic Market Leader Managing Director Country Leader Country A&IS Leader Global Leader, Risk Management & Insurance Managing Partner Senior Partner Partner New Logo/Sales Leaders Growth Transformation Leader Strategic Sales Leader Partner, Business Development Deal Maker Sales Leader, Tech Sales Leader Customer Unit Leader DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 A&IS Partner A&IS Leader Alliance Leader Strategic Solutioning / Global Solutioning Leader Offering Integration Leader Practice Leader Delivery Integration Leader/ Delivery Leader Senior Partner, Delivery Partner, Delivery Chief Technology Officer Account Chief Technology Officer Chief Operations Officer (COO) Share Services roles Fellows Distinguished Engineer Director Associate Partner Attorney Business Operations Manager CIO Devices Client Manager Client Relationship Representative Contract Administrator Contract Professional Contract Management Specialist Contracts & Negotiations Counsel Customer Fulfillment Deal Maker IT Architect IT Consultant IT Specialist Operations Manager Operations Specialist Practice Manager Program Manager RFS Program Manager Sales Manager Sales Representative Sales Specialist Service Delivery Manager Solution Representative DocuSign Envelope ID: 70C15558-913E-4342-B21 D-161 A2EBE5FA9 IN WITNESS WHEREOF, I have hereunto set my hand in my capacity as Assistant Secretary of said Kyndryl, Inc., effective July 5, 2022. Evan Barth Assistant Secretary Olivera, Rosemary From: Gandarilla, Aimee Sent: Monday, June 5, 2023 10:18 AM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Brown, Sadie; Cabrera, Paola Subject: Executed Agreement Kyndryl, Inc. Matter 23-843 Attachments: Agreement Kyndryl, Inc. Matter 23-843.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, 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 1 ti -},png, Enhancing, and Transforming our Community" 1