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HomeMy WebLinkAbout24972AGREEMENT INFORMATION AGREEMENT NUMBER 24972 NAME/TYPE OF AGREEMENT CFKAA HOLDINGS, LLC DESCRIPTION ACCEPTANCE OF ASSIGNMENT & ASSUMPTION OF AGREEMENT/MUSICIPAL TOWING SOFTWARE FOR THE POLICE DEPARTMENT IFB 702382/FILE ID: 3275/R-17- 0614/MATTER I D : 22-3176 EFFECTIVE DATE May 14, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/14/2024 DATE RECEIVED FROM ISSUING DEPT. 5/14/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: CFKAA Holdings, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): Acceptance of Assignment and Assumption of Agreement Provision of Municipal Towing Software IFB 702382 COMMISSION APPROVAL DATE: 12/14/2017 FILE ID: ENACTMENT NO.: 17-0614 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR24113 April 30, 2024 Annie Perez, CPPO I 12:04:54 coPT.eoby SIGNATURE:-4—., 'i'--.1 RISK MANAGEMENT May 6, 2024 I Ann -Marie Sharpe 13:04:02 EDT �oo,_aed by, SIGNATURE: Frau,t 614+v, CITY ATTORNEY Matter 22-3176 May 9, 2024 I 1P. 936_'EUYSOng III �Docu5i9netl y: SIGNATURE: Gc,oro 4 (titiso III 9tb�aa ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 13, 2024 I Larry Spring, CPA 16 :14 : 24 EDT SIGNATURE: �DocoSignedby: 5Ph ; ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: ASSISTANT CITY MANAGER, RESILIENCE AND PUBLIC WORKS Asael Marrero SIGNATURE: DEPUTY CITY MANAGER Natasha Colebrook -Williams SIGNATURE: CITY MANAGER May 14, 2024 I A5t1111Y:NriFER V ,—.,. igned by: SIGNATURE: Qom. 4,,, CITY CLERK May 14, 2024 I 1rc(3cFret-mow by. SIGNATURE: PLEASE PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Eduardo Falcon Contact Person Procurement Contracting Officer Title 5/6/2024 Date: Procurement Requesting Client (305) 416-1901 Telephone Legal Service Requested: matter 22-3176: Acceptance of Assignment and Assumption of Agreement (CFKAA Holdings, LLC) Provision of Municipal Towing Software IFB 702382 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 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF AGREEMENT 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ 0 City Manager — Authority level of $ ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: ❑ RFP/RFQ 0 IFB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. WHAT IS THE SCOPE OF SERVICES? Municipal Towing Software pursuant to Resolution 17-0614 4. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Police 5. IS THE AWARDEE INCUMBENT? Yes 6. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? Same 7. WHEN DOES THE CURRENT CONTRACT EXPIRE? December 25, 2027 8. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $289,590.00 since January 2018 9. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Only one vendor DocuSign Envelope ID: 0E5E92C9-D39B-49E7-A98B-DA42B9D451AA ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF AGREEMENT This Acceptance of Assignment and Assumption of Agreement ("Acceptance of Assignment") is entered into May 14, , 2024, between the City of Miami, a municipal corporation of the State of Florida ("City") and CFKAA Holdings, LLC, whose principal address is 280 Summer Street, First Floor, Boston, MA 02210, a Delaware limited liability company ("Assignee"). RECITALS WHEREAS, pursuant to Resolution No. 17-0614, adopted on December 14, 2017, the City approved Invitation for Bid ("IFB") 702382 for the provision of Municipal Towing Software ("Agreement") with Tegsco, LLC, a California limited liability company ("Tegsco" or "Assignor"); and WHEREAS, Tegsco was the parent company to Autoreturn Technologies Inc., a Nevada Corporation ("Assignee"); and WHEREAS, Tegsco entered into an Equity Purchase Agreement ("Equity Purchase") with Nexa AR Purchaser, LLC, a Delaware limited liability company, for the sale of 76.71% of AutoReturn Technologies; and WHEREAS, through a separate "Action by Sole Shareholder" through a plan of conversion, Autoreturn Technologies was converted into Autoreturn US, LLC then renamed CFKAA Holdings, LLC ; and WHEREAS, the Agreement, was entered by and between the City and Tegsco, and now the City has a need to document this name change; and WHEREAS, the Assignee hereby accepts the foregoing Equity Purchase assignment and assumes and agrees to undertake all obligations and perform all covenants, duties and responsibilities to be performed by Assignor under the Equity Purchase as to the assets of the business; and NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL TERMS, CONDITIONS, PROMISES, COVENANTS AND OTHER GOOD AND VALUABLE CONSIDERATION OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS: TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance of Assignment. 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Assignment of the Agreement between the City and Assignee for the provision of a Municipal Towing Software in accordance with IFB 702382, contingent upon: (1) Assignee's compliance with all requirements set forth in the Agreement, or amendments to the Solicitation, if applicable; DocuSign Envelope ID: 0E5E92C9-D39B-49E7-A98B-DA42B9D451AA (2) Documentation of execution of the Equity Purchase by Nexa AR Purchaser, LLC for the purchase of Tegsco, and who in turn, hereby requested to assign, transfer and set over to Assignee the obligations of the Agreement, submitted in a form acceptable to the City Attorney, and Director of Procurement, which is attached hereto and incorporated by reference as Exhibit A; and (3) Execution of this Acceptance of Assignment. By execution of this Acceptance of Assignment the Provider/ Assignee accepts all terms set forth and affirms their authority as an authorized signatory who can and is binding the Provider/ Assignee to these terms. 3. ASSIGNEE'S ACCEPTANCE: By execution of this Acceptance of Assignment, Assignee agrees to the terms, conditions and provisions contained in the Agreement and contained herein 4. NOTICES: All notices or other communications required under this Acceptance of Assignment 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 Company Name Ray Krouse CFKAA Holdings, LLC 280 Summer Street, First Floor Boston, MA 02210 To the City Arthur Noriega V City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With copies to: George K. Wysong III City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 Annie Perez, CPPO, Director of Procurement 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 5. E-VERIFY EMPLOYMENT VERIFICATION: Assignee shall E-Verify the employment status of all employees and subcontractors to the extent required by federal, state, and local laws, rules, and regulations. The City shall consider the employment by any Assignee of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If Assignee knowingly employs unauthorized aliens, such violation shall be cause for termination of the Contract. Furthermore, the Assignee agrees to utilize the U.S. Agency of Homeland Security's E-Verify System, https://e-verify.uscis.gov/emp , to verify the employment eligibility of all employees during the term of this Contract. Assignee shall also include a requirement in 2 DocuSign Envelope ID: 0E5E92C9-D39B-49E7-A98B-DA42B9D451AA subcontracts that the subcontractor shall also utilize the E-Verify System to verify the employment eligibility of all employees of the subcontractor during the term of this Contract. 6. NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT: Assignee shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Assignee shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Assignee shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Assignee affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under the Formal Solicitation. Furthermore, Assignee affirms that no otherwise qualified individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Assignee shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 7. COUNTERPARTS, ELECTRONIC SIGNATURES: This Acceptance of Assignment 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 Acceptance of Assignment shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Acceptance of Assignment (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 Acceptance of Assignment upon request. 8. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically changed herein, and any amendment or addendum thereto, shall remain in full force and effect through the extended term. 3 DocuSign Envelope ID: 0E5E92C9-D39B-49E7-A98B-DA42B9D451AA IN WITNESS WHEREOF, the Parties have executed this Acceptance of Assignment, or have caused the same to be executed, as of the date and year first above written. ATTEST: By: Name: Title: DocuSigned by: ATTEST: "Assignee" CFKAA Holdings, LLC a Delaware Limited Liability Company 8134518B187C4C9 By' ❑RI.u661KrouSICU ❑s. e JRAy !CI VUC ay Chief Financial officer "City" CITY OF MIAMI, a Florida municipal corporation ,-DocuSigned by: DocuSigneO by: By: Todd B. Hannon City Clerk By: argt.ur /vontlot ArthurNoriega V City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: DS By: �Docusignea by: ��(/ Aerot, 4 G1isotl III I` r s George K. Wysong III (Matter 22-3176) City Attorney REQUIREMENTS: By:rau! Gowvy Anne Marie Sharpe, Director Risk Management DocuSign Envelope ID: AB431A23-8599-4E73-A4C4-63CB82CF57A7 COMPANY RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, CFKAA Holdings, LLC a LLC (company type: Inc., LLC.), 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 Chief Financial Officer (company officer title) and the (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 2 CFKAA Holdings, LLC day of May , 2024. ("Contractor") An Delaware Limited Liability (State) Company 8134518B187C4C9 1 By: cce� K2awYe- nowSigne.l Ry a.3y Vroi,ce Ray Krouse Print Name: (sign) TITLE: chief Financial officer (sign) Print Name: EXHIBIT A EXECUTION VERSION EQUITY PURCHASE AGREEMENT dated as of August 11, 2021 by and between NEXA AR PURCHASER, LLC and TEGSCO, LLC 43583949.22 EXHIBIT A TABLE OF CONTENTS Page ARTICLE 1 SALE AND PURCHASE OF THE PURCHASED SHARES 2 Section 1.1 Sale and Purchase of the Purchased Shares 2 Section 1.2 Closing Calculations 2 Section 1.3 Final Purchase Price Calculation 3 Section 1.4 Post -Closing Adjustment Payment 4 Section 1.5 Funds Flow Memorandum 5 Section 1.6 Withholding 5 Section 1.7 Earnout 5 Section 1.8 Tax Treatment 8 Section 1.9 Post -Closing Recapitalization 8 ARTICLE 2 CLOSING 9 Section 2.1 Closing 9 ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING THE TARGET COMPANIES AND THE HOLDING COMPANIES 12 Section 3.1 Organization, Power and Authority 12 Section 3,2 Authorization 12 Section 3.3 Governmental Authorization 13 Section 3,4 Non -Contravention 13 Section 3.5 Capitalization; No Holding Company Operations 13 Section 3.6 Bank Accounts; Power of Attorney 14 Section 3.7 Subsidiaries 14 Section 3.8 Financial Statements 14 Section 3.9 Absence of Certain Changes 15 Section 3.10 No Undisclosed Liabilities 17 Section 3.11 Litigation; Investigations 17 Section 3.12 Taxes 18 Section 3.13 Benefits. 20 Section 3.14 Compliance with Laws 23 Section 3.15 Intellectual Property Rights 24 Section 3.16 Privacy and Data Security 28 Section 3.17 Environmental Matters 29 Section 3.18 Finders Fees 30 Section 3.19 Title to Personal Properties; Reorganization 30 Section 3.20 Real Property 30 Section 3.21 Material Contracts 32 Section 3.22 Affiliate Transactions 34 Section 3.23 Insurance 35 Section 3.24 Employment Matters 35 EXHIBIT A 43583949.22 Section 3.25 Inventory 37 Section 3.26 Accounts Receivable 37 Section 3.27 Material Customers and Suppliers 38 Section 3.28 Sanctions and Export Controls 38 Section 3.29 COVID-19 Matters 39 Section 3.30 Government Contracts 40 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 41 Section 4.1 Organization, Power and Authority 41 Section 4.2 Authorization 41 Section 4.3 Governmental Authorization 41 Section 4.4 Non -Contravention 41 Section 4,5 Purchased Shares 42 Section 4,6 Litigation 42 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 42 Section 5.1 Organization and Power 42 Section 5.2 Authorization 42 Section 5.3 Governmental Authorization 43 Section 5.4 Non -Contravention 43 Section 5.5 Finders Fees 43 Section 5.6 Purchase for Investment 43 Section 5.7 Litigation 43 Section 5.8 No Operations 43 Section 5.9 Guarantee 43 ARTICLE 6 COVENANTS 44 Section 6.1 Confidential Information 44 Section 6.2 Access to Information 44 Section 6.3 Tax Matters 45 Section 6.4 Publicity 46 Section 6.5 Use of Names 47 Section 6.6 Termination of Affiliate Agreements 47 Section 6.7 Non -Competition; Non -Solicitation and Interference 47 Section 6.8 Release 48 Section 6.9 R&W Policy 49 Section 6.10 Further Assurances 49 Section 6.11 Specified Contracts 50 Section 6.12 D&O Coverage 50 Section 6.13 Security Deposits 50 Section 6.14 Incentive Equity Plan 51 ARTICLE 7 INDEMNIFICATION; EXPENSES 51 Section 7.1 General Indemnification. 51 ii EXHIBIT A 43583949.22 Section 7.2 Survival 53 Section 7.3 Limitation on Liability 54 Section 7.4 Calculation of Losses 54 Section 7.5 Order of Recovery; Set -Off 54 Section 7.6 Adjustment to Indemnity Escrow Amount; Release of Escrow Amount 55 Section 7.7 Treatment of Indemnification Payments 55 Section 7.8 Exclusive Remedy 55 Section 7.9 Duty to Mitigate 56 Section 7.10 Certain Limitations on Recovery 56 ARTICLE 8 MISCELLANEOUS 56 Section 8.1 No Third -Party Beneficiaries 56 Section 8.2 Expenses 56 Section 8.3 Entire Agreement 56 Section 8.4 Binding Effect; Successors and Assigns 56 Section 8.5 Counterparts 57 Section 8.6 Notices 57 Section 8.7 Amendments and Waivers 58 Section 8.8 Incorporation of Schedules and Exhibits 58 Section 8.9 Construction 58 Section 8.10 Independence of Representations and Warranties 59 Section 8.11 Specific Performance 59 Section 8.12 Severability 59 Section 8.13 Governing Law 59 Section 8.14 Jurisdiction and Service of Process 59 Section 8.15 Waiver of Jury Trial 60 Section 8.16 Relationship of the Parties 60 Section 8.17 Independent Investigation 60 Section 8.18 Waiver of Conflicts; Privilege 60 Section 8.19 Terms Generally 61 111 43583949.22 EXHIBIT A Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Exhibit G: Companies Exhibit H: Exhibit I: Exhibit J: Exhibit K: Exhibit L: Exhibit M: Exhibit N: Exhibit 0: LIST OF EXHIBITS Table of Definitions Form of Funds Flow Memorandum A&R Certificate of Incorporation A&R Bylaws Exchange Agreement Form of Transition Services Agreement Resignation of Officers and Directors of the Target Companies and the Holding Form of Transaction Beneficiary Joinder Form of Marketing and License Agreement Form of Escrow Agreement Net Working Capital Illustration IP Assignment Agreement Trademark Assignment Agreement Referral Agreement SAFE Agreement iv 43583949.22 EXHIBIT A EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT, dated as of August 11, 2021 (this "Agreement"), is entered into by and between Nexa AR Purchaser, LLC, a Delaware limited liability company (the "Purchaser"), and TEGSCO, LLC, a California limited liability company (the "Seller"). Capitalized terms used herein shall have the meanings given to them in the Table of Definitions attached to this Agreement as Exhibit A, which is incorporated hereby. RECITALS WHEREAS, immediately prior to the reorganization described below, the Seller was the record and beneficial owner of 100% of the issued and outstanding capital stock of AutoRetum Technologies Inc., a Nevada Corporation ("AutoReturn NV") and AutoReturn Italia S.r.1., an Italian limited liability company ("AutoReturn Italia" and, together with AutoReturn, the "Target Companies"); WHEREAS, on or about July 26, 2021, the Seller contributed 100% of the issued and outstanding capital stock of AutoRetum Italia to AutoReturn NV subject to the appropriate recordation by local Italian authorities; WHEREAS, immediately following the contribution of AutoRetum Italia to AutoReturn NV, the Seller formed AutoReturn Holdings, Inc., a Delaware corporation ("AutoRetum Holdings") whereby the Seller became the record and beneficial owner of 100% of the issued and outstanding capital stock of AutoReturn Holdings, consisting of 100 shares of common stock, par value $0.00001 per share (such shares, the "AutoReturn Shares"); WHEREAS, immediately following the formation of AutoReturn Holdings, the Seller contributed 100% of the issued and outstanding capital stock of AutoReturn NV to AutoReturn Holdings; WHEREAS, immediately following the contribution of AutoReturn NV to AutoRetum Holdings, AutoReturn NV converted from a Nevada corporation to a Delaware limited liability company (the "Conversion"), changing its name from AutoReturn Technologies Inc. to AutoReturn US, LLC (such converted entity "AutoReturn DE"); WHEREAS, immediately following the Conversion, AutoReturn Holdings formed AutoRetum Intermediate Holdings, LLC, a Delaware limited liability company ("AutoReturn Intermediate") and contributed 100% of the issued and outstanding equity interests of AutoReturn DE to AutoReturn Intermediate; WHEREAS, immediately following the contribution of AutoReturn DE to AutoReturn Intermediate, AutoRetum Intermediate formed AutoRetum Intermediate Holdings II, LLC, a Delaware limited liability company ("AutoReturn Intermediate II" and, together with AutoReturn Holdings and AutoReturn Intermediate, the "Holding Companies") and contributed 100% of the issued and outstanding equity interests of AutoRetum DE to AutoReturn Intermediate II; WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, 76.71 shares of the AutoRetum Shares (such shares, the "Purchased 1 EXHIBIT A 43583949.22 Shares"), in accordance with the terms and subject to the conditions set forth in this Agreement, and the Seller will retain, as the record and beneficial owner of, 23.29 shares of the AutoReturn Shares (such shares, the "Retained Shares"); WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement of the Purchaser's willingness to enter into this Agreement, each of (i) Jerry Carnahan, Ray Krouse, John Pendelton, Alan Brasher, Kris Nayudu and Matt Murphy have entered into an employment agreement (collectively, the "Employment Agreements"), and (ii) John Wicker has entered into a consulting agreement (the "Consulting Agreement"), in each case, with AutoReturn or an Affiliate of AutoReturn that becomes effective immediately upon the Closing; and WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to the willingness of the Seller to enter into this Agreement, Nexa AR SPV, LP ("Nexa") is entering into a Guarantee in favor of the Seller with respect to certain of Purchaser's obligations under this Agreement as further specified therein. NOW, THEREFORE, in consideration of the premises and of the mutual promises, covenants, representations and warranties made in this Agreement the Seller and the Purchaser intending to be legally bound, hereby agree as follows: ARTICLE 1 SALE AND PURCHASE OF THE PURCHASED SHARES Section 1.1 Sale and Purchase of the Purchased Shares. Subject to the terms and conditions contained in this Agreement, at the Closing the Seller shall sell, convey, assign, transfer and deliver all of the Purchased Shares, free and clear of all Liens (other than Liens arising pursuant to applicable securities Laws), to the Purchaser, and the Purchaser shall purchase, acquire and accept all of the Purchased Shares from the Seller in exchange for the Purchase Price. Section 1.2 Closing Calculations. Prior to the date hereof, the Seller has provided to the Purchaser (i) an estimated consolidated balance sheet of the Target Companies as of the Cutoff Time (for the avoidance of doubt, before taking into account the consummation of the transactions contemplated hereby) prepared by the Seller in good faith; (ii) a statement (the "Estimated Closing Statement") setting forth the Seller's good faith estimates of the following: (A) Cash as of the Cutoff Time (the "Estimated Cash"); (B) Closing Indebtedness (the "Estimated Closing Indebtedness"); (C) Net Working Capital (the "Estimated Net Working Capital"); and (D) Transaction Expenses (the "Estimated Transaction Expenses"), (iii) the resulting calculation of the Closing Consideration; and (iv) a Funds Flow Memorandum prepared based on, among other things, the information provided pursuant to the aforementioned sub -clauses (i), (ii) and (iii). The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and this Agreement. Upon the delivery of the Estimated Closing Statement, the Seller will make available to the Purchaser and its representatives the work papers and other books and records used in preparing the Estimated Closing Statement and reasonable access to employees of the Target Companies and the Seller as the Purchaser may reasonably request in connection with its review of the Estimated Closing Statement. 2 EXHIBIT A 43583949.22 Subsidiaries as may be reasonably requested by the Purchaser from time to time in order to determine Seller's ability to support its indemnification obligations hereunder and, prior to the Earnout Target Date, the Purchaser shall provide such financial information of the Target Companies as may be reasonably requested by the Seller from time to time in order to determine the status of the Earnout Payment. Section 6.11 Specified Contracts. Schedule 6.11 of the Seller Disclosure Schedule sets forth each Contract with any customer of the Business pursuant to which Seller or one of its Affiliates (other than a Target Company) is party thereto (each such Contract, a "Specified Contract"). In respect of each Specified Contract, (x) Seller and Purchaser have agreed that the Seller shall take the actions and be responsible for those obligations set forth next to the applicable customer's name on Schedule 6.11 and that the Purchaser shall continue to comply with the other terms of such Specified Contract in accordance with its terms and perform the Seller's obligations thereunder in the substantially similar manner as previously performed prior to the date hereof, and (y) without limiting any such actions, the parties shall, and shall cause each of their respective Affiliate parties thereto to, (i) do all things reasonably necessary to assign such Specified Contract to AutoReturn, including the payment of any consent or similar assignment fees if and to the extent required or necessary and entering into any documentation reasonably requested by the applicable counterparty thereto to evidence such assignment, including entry into any guarantee or indemnity agreements, (ii) continue to comply with the terms of such Specified Contract in accordance with its terms and perform its obligations thereunder in the same manner as previously performed prior to the date hereof as modified by Schedule 6.11, if applicable, (iii) not take any action outside of the ordinary course of business with respect to such Specified Contract, it being understood that "ordinary course of business" for purposes of this Section 6.11 shall not include any action that would or is reasonably likely to increase Purchaser's, Seller's or any Target Company's liability thereunder, or make any material amendments or terminate any such Specified Contract, (iv) not enter into any agreement in addition and reasonably related to the existing Specified Contract or with the applicable counterparty thereto, and (v) remit promptly any proceeds, fees or other amounts received by Seller or Affiliate thereof to AutoReturn. Notwithstanding anything to the contrary stated herein, nothing herein shall be deemed to limit (a) the determination of whether a breach of a representation or warranty made by the Seller hereunder has occurred, or (b) any indemnification obligations of the Seller or the Purchaser pursuant to Article 7. Section 6.12 D&O Coverage. Following the Closing and continuing for a period of six (6) years thereafter, the Purchaser will not amend, repeal or otherwise modify the indemnification provisions of the Fundamental Documents of the Target Companies as in effect as of the Closing in any manner that would affect adversely the rights thereunder of individuals who, immediately prior to the Closing, were directors, managers or officers of any of the Target Companies (the "D&O Indemnitees"), unless such amendment, repeal or modification is required by applicable Law. Following the Closing and continuing for a period of six (6) years thereafter, the Seller will maintain, at its sole cost and expense, the D&O insurance of the Target Companies as in effect at the time of the Closing (the "D&O Coverage") at the Sellers' sole cost and expense. The provisions of this Section 6.12 will operate for the benefit of, and will be enforceable by, each of the D&O Indemnitees, their heirs and their representatives. Section 6.13 Security Deposits. To the extent AutoReturn Holdings or any of its Subsidiaries receives any portion of the San Francisco Security Deposit or the Nevada Security 50 43583949.22 EXHIBIT A [SIGNATURE PAGE FOLLOWS] EXHIBIT A IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. PURCHASER: NEXA AR PURCHASER, LLC By: ea:'dU �¢,�2s va7- Name: Vladimir Besprozvan Title: President SELLER: TEGSCO, LLC By: Name: John Wicker Title: CEO and President SIGNATURE PAGE TO EQUITY PURCHASE AGREEMENT DocuSign Envelope ID: 5ADED148-6D32-4F0D-8C8D-CE71 E8BB2719 EXHIBIT A IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. PURCHASER: NEXA AR PURCHASER, LLC SELLER: By: Name: Vladimir Besprozvany Title: President TEGSCO, LLC DocuSigned by: f c wy1 cantaikatA, By: ADRARn(95R3A431 Name: Jerry Carnahan Title: CEO SIGNATURE PAGE TO EQUITY PURCHASE AGREEMENT EXHIBIT A Section 6.11 Specified Contracts The following is a list of all of the Specified Contracts: 1. CBE Number 604484-17; LVMPD Tow Management Services: Including Dispatch Towing, Storage & Associated Services of Privately Owned Vehicles, dated June 7, by and between Seller and Clark County 2. Contract 603706-15 Tow Management Services: Including Dispatch Towing Storage & Associated Services of Privately Owned Vehicles, dated January 26, 2016, by and between Las Vegas Metropolitan Police Department ("LVMPD") and Seller 3. Tow Management Services CMTS 319918, dated June 20, 2017, by and between the City of Henderson and Seller, as amended 4. Services Agreement, dated September 11, 2017 by and between Alanis Wrecker Service, Inc. ("Alanis") and Seller 5. City of Forth Worth Agreement for Towing Management, Logistics and Technology Services, dated September 11, 2018, between the City of Fort Worth and Seller 6. Agreement, dated October 13, 2013, by and between the City of San Diego and Seller, as amended. 7. City of Portland Contract No. 30006554 for Hosted Towing Dispatch Software, dated July 31, 2019, by and between the City of Portland ("Portland") and Seller 8. Master Contract for Services — The City of Kansas City, Missouri Contract No. EV2349, dated May 1, 2019, by and between Kansas City, Missouri ("Kansas City") and Seller; Master Contract for Services (EV2349), dated February 26, 2019, between the City of Kansas City, Missouri and Seller 9. Agreement, dated June 2, 2009, by and between Baltimore County and Seller 10. Agreement for Services #5196-OB, dated December 21, 2016, by and between Anne Arundel County and Seller, as amended and accompanying terms and conditions 11. Contract for Services of Independent Contract, dated June 5, 2018, by and between Department of Public Safety — Nevada Highway Patrol and Seller 12. Contract, dated August 10, 2015, by and between the City of Austin ("Austin") and Seller, as amended 13. Subscription Agreement between DTS and each of the following parties: (a) 76 Towing, (b) Action Towing Dive Team, Inc., (c) ARK Towing, (d) Bauer's Auto Wrecking & Towing, (e) Bulldog Towing, (f) C&K Towing, (g) Custom Towing, (h) D&K Towing, (i) Dennis Towing, (j) Econo Towing, (k) Fortney Towing, Inc., (1) Frontier Auto Body Towing, (m) - 46 - EXHIBIT A Herndon Towing Inc., (n) Johnson Brothers Towing, (o) Lamona Towing Service, Inc., (p) Nelly's Towing, (q) Ray's Towing, (r) Reyna Towing, (s) Steve's Towing, (t) Tips Towing, (u) Tow City Towing and (v) Walts Towing 14. Agreement, dated October 22, 2015, by and between the City and County of Denver ("Denver") and Seller 15. Provider Agreement, dated April 4, 2018, by and between the City of Philadelphia ("Philadelphia") and Seller, as amended 16. Draft agreement, dated 6/11/2021 to the Tow Management Services Agreement between John W. Mina ("Sheriff') and AutoReturn Technologies, Inc., ("AutoReturn") 17. Subscription Agreement, dated November 1, 2017, by and between DTS and Anderson Towing 18. City of Miami Blanket Purchase Order to Seller, dated January 26, 2018 (Blanket Purchase Agreement 1801851) 19. Agreement for Towing and Impound Services, dated July 26, 2018, by and between the City of Round Rock, Texas (the "City") 20. Subscription Agreement, dated March 2013, by and between DTS and B&D Towing Santa Ana 21. Subscription Agreement, dated June 1, 2013, by and between DTS and MetroPro-A and P Towing 22. Subscription Agreement, dated April 30, 2013, by and between DTS and California Towing 23. Subscription Agreement, dated June 1, 2013, by and between DTS and MetroPro Santa Ana 24. Subscription Agreement, dated June 1, 2013, by and between DTS and TO and MO Santa Ana 25. Consultant Agreement, dated October 1, 2011, by and between DTS and the City of Santa Ana 26. Subscription Agreement between DTS and each of the following parties: (a) Aatak Towing, (b) Action Towing - Clovis, (c) Blue Sky Towing, (d) D&B Towing - Clovis, (e) D&K Towing - Clovis, (f) Fortney Towing — Clovis, (g) Joe's Towing and (h) Larry's Towing — Clovis. 27. Tow Management Services Agreement between the City of Raytown, MO (the "City") and TEGSCO, LLC ("AutoReturn" or the "Provider"), dated May 1, 2020. 28. Tow Management Services Agreement, dated December 4, 2018, by and between Platte County Sheriff (the "Platte Sheriff') and Seller - 47 - EXHIBIT A 29. Subscription Agreements between DTS and each of the following towing companies in the city of Sandy, Oregon: All -Ways Towing; Cascade Towing; CCR Towing; Clackamas River Towing; and New's Towing as in effect as of the date hereof. 30. Subscription Agreements between DTS and each of the following entities in the city of Molalla, Oregon: Area Wide Towing; and M&M Towing as in effect as of the date hereof. 31. Agreement for Professional Services, dated June 7, 2013, by and between City of Concord ("Concord") and Seller; Professional Services Agreement, dated July 1, 2018, by and between Concord and Seller 32. Memorandum of Understanding Agreement, dated November 27, 2020, by and between Nebraska State Patrol and Seller With respect to each Specified Contract, until such time as the Specified Contract is assigned to Purchaser, Seller shall undertake, without limitation, the following actions with respect to each Specified Contract: • enforce any provision applicable to the counterparty thereto in the ordinary course of business consistent with past practice; • communicate with the applicable counterparty thereto in respect of the requested services and deliverables as set forth in each Specified Contract, and permit Purchaser to participate in each such communication; • comply with all applicable laws and maintain in good standing all licenses, permits or other governmental approvals, in each case required for each Specified Contract; • renew any Specified Contract in the ordinary course of business consistent with past practice, as requested by Purchaser; • obtain and maintain certain insurance requirements as set forth in each Specified Contract; • comply with any indemnification obligations set forth in each Specified Contract; • comply with any reporting or information requirements set forth in each Specified Contract; • comply with any information sharing and audit rights with respect to each Specified Contract; • facilitate Purchaser's fulfillment of its obligations with respect to each Specified Contract; • take any such actions as reasonably requested by Purchaser in order to fulfill the obligations under each Specified Contract; • receive fees and remit any payments pursuant to the terms of each Specified Contract and coordinate any invoicing and billing, in each case as may be required under each Specified Contract; and • comply with any confidentiality obligations under each Specified Contract. - 48 - EXHIBIT A In addition to the actions set forth above, with respect to each of the following Specified Contracts, until such time as the Specified Contract is assigned to Purchaser, Seller shall undertake the following actions set forth in respect of the applicable Specified Contract referred to below: 1. Contract 603706-15 Tow Management Services: Including Dispatch Towing Storage & Associated Services of Privately Owned Vehicles, dated January 26, 2016, by and between LVMPD and Seller a. Seller to interface with LVMPD with respect to information relating to the performance of the contract as required under the contract. 2. Tow Management Services CMTS 319918, dated June 20, 2017, by and between the City of Henderson and Seller, as amended a. Seller to interface with LVMPD with respect to information necessary for an audit by the City of Las Vegas. 3. Services Agreement, dated September 11, 2017 by and between Alanis and Seller a. Seller shall coordinate with Purchaser to submit to Alanis a monthly accounting of all services, representing the amounts due to Seller. b. In the event any payment and/or performance bonds are required, ("Bonds"), Seller to coordinate with Purchaser to procure the Bonds and pay any applicable annual and other fees. 4. City of Forth Worth Agreement for Towing Management, Logistics and Technology Services, dated September 11, 2018, between the City of Fort Worth and Seller a. Seller agrees to not boycott Israel during the term of the agreement b. Seller to interface with the City of Fort Worth with respect to any monthly update reports required to be sent to the City of Fort Worth as provided under the contract. 5. Agreement, dated October 13, 2013, by and between the City of San Diego and Seller, as amended. a. Seller to interface with the San Diego Police Department and the City of San Diego's Treasurer with respect to any monthly reports listing the disposition of all towed vehicles. b. Upon the City of San Diego's request, Seller to provide within 60 days a complete list all subcontractors, vendors and suppliers that it has used in the last 5 years, along with the dollar amount paid. 6. City of Portland Contract No. 30006554 for Hosted Towing Dispatch Software, dated July 31, 2019, by and between the City of Portland ("Portland") and Seller - 49 - EXHIBIT A a. Seller shall coordinate with Purchaser to maintain and retain supporting financial and contract -related documents during the term of the contract and for a period of up to 3 years after the expiration or termination date of the contract or until the resolution of any audit questions or claims, whichever is longer. b. Seller to maintain its certification as an Equal Employment Opportunity Affirmative Action Employer. 7. Master Contract for Services — The City of Kansas City, Missouri Contract No. EV2349, dated May 1, 2019, by and between Kansas City, Missouri ("Kansas City") and Seller; Master Contract for Services (EV2349), dated February 26, 2019, between the City of Kansas City, Missouri and Seller a. Seller to interface with Kansas City in respect of weekly invoices for all services and provision of any utilization reports b. Seller shall coordinate with Purchaser to provide proof of tax compliance with Kansas City's ordinances if the payments it receives exceed $150,000.01 from May 1 through April 30th in any given year. 8. Agreement, dated June 2, 2009, by and between Baltimore County and Seller a. Seller to only contract with towers named on the list of licensed service providers included in the contract and must include them in the rotation of police initiated towing. b. Seller to provide prompt written notice if the insurance coverage of any licensed service provider or listed tower is cancelled. c. Seller to promptly provide financial statements as requested and present licenses necessary to the agreement to the Baltimore County as requested. d. Seller shall coordinate with Purchaser to maintain accounts and records in accordance with GAAP for the term of the agreement and, for 5 years after, maintain the record. 9. Contract for Services of Independent Contract, dated June 5, 2018, by and between Department of Public Safety — Nevada Highway Patrol and Seller a. Seller shall coordinate with Purchaser to keep and maintain true and complete records as necessary to full disclose sufficient information to determine compliance with regulations and statutes. b. Seller shall coordinate with Purchaser to provide a cost evaluation report upon request. 10. Contract, dated August 10, 2015, by and between the City of Austin ("Austin") and Seller, as amended - 50 - EXHIBIT A a. Pursuant to the terms of the Transition Services Agreement entered into between Seller and Purchaser in connection with the Agreement, Seller shall coordinate with Purchaser to furnish a payment bond and performance bond, each in the amount of $400,000 11. Subscription Agreement between DTS and each of the following parties: (a) 76 Towing, (b) Action Towing Dive Team, Inc., (c) ARK Towing, (d) Bauer's Auto Wrecking & Towing, (e) Bulldog Towing, (f) C&K Towing, (g) Custom Towing, (h) D&K Towing, (i) Dennis Towing, (j) Econo Towing, (k) Fortney Towing, Inc., (1) Frontier Auto Body Towing, (m) Herndon Towing Inc., (n) Johnson Brothers Towing, (o) Lamona Towing Service, Inc., (p) Nelly's Towing, (q) Ray's Towing, (r) Reyna Towing, (s) Steve's Towing, (t) Tips Towing, (u) Tow City Towing and (v) Walts Towing a. Seller shall coordinate with Purchaser to retain transaction data through the fifth anniversary of creation of the tow record. b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles entered into the System during the previous month, multiplied by the applicable Rate Per Transaction, as set forth in the Schedule A of the agreement 12. Subscription Agreement, dated March 2013, by and between DTS and B&D Towing Santa Ana a. Seller shall coordinate with Purchaser to retain transaction data through the fifth anniversary of creation of the tow record. b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles entered into the System during the previous month, multiplied by the applicable Rate Per Transaction, as set forth in the Schedule A of the agreement 13. Subscription Agreement, dated June 1, 2013, by and between DTS and MetroPro-A and P Towing a. Seller shall coordinate with Purchaser to retain transaction data through the fifth anniversary of creation of the tow record. b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles entered into the System during the previous month, multiplied by the applicable Rate Per Transaction, as set forth in the Schedule A of the agreement 14. Subscription Agreement, dated April 30, 2013, by and between DTS and California Towing a. Seller shall coordinate with Purchaser to retain transaction data through the fifth anniversary of creation of the tow record. b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles entered into the System during the previous month, multiplied by the applicable Rate Per Transaction, as set forth in the Schedule A of the agreement 15. Subscription Agreement, dated June 1, 2013, by and between DTS and MetroPro Santa Ana - 51 - EXHIBIT A a. Seller shall coordinate with Purchaser to retain transaction data through the fifth anniversary of creation of the tow record. b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles entered into the System during the previous month, multiplied by the applicable Rate Per Transaction, as set forth in the Schedule A of the agreement 16. Subscription Agreement, dated June 1, 2013, by and between DTS and TO and MO Santa Ana a. Seller shall coordinate with Purchaser to retain transaction data through the fifth anniversary of creation of the tow record. b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles entered into the System during the previous month, multiplied by the applicable Rate Per Transaction, as set forth in the Schedule A of the agreement 17. Consultant Agreement, dated October 1, 2011, by and between DTS and the City of Santa Ana a. Seller shall coordinate with Purchaser to retain transaction data through the fifth anniversary of creation of the tow record. b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles entered into the System during the previous month, multiplied by the applicable Rate Per Transaction, as set forth in the Schedule A of the agreement 18. Subscription Agreements between DTS and each of the following towing companies in the city of Sandy, Oregon: All -Ways Towing; Cascade Towing; CCR Towing; Clackamas River Towing; and New's Towing as in effect as of the date hereof. a. Seller shall coordinate with Purchaser to retain transaction data through the fifth anniversary of creation of the tow record. b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles entered into the System during the previous month, multiplied by the applicable Rate Per Transaction. 19. Subscription Agreements between DTS and each of the following entities in the city of Molalla, Oregon: Area Wide Towing; and M&M Towing as in effect as of the date hereof. a. Seller shall coordinate with Purchaser to retain transaction data through the fifth anniversary of creation of the tow record. b. Seller shall coordinate with Purchaser to invoice operators for the number of vehicles entered into the System during the previous month, multiplied by the applicable Rate Per Transaction. - 52 - EXHIBIT A AUTORETURN TECHNOLOGIES, INC. ACTION BY SOLE SHAREHOLDER Pursuant to Section 78.320 of the Nevada Revised Statutes and the bylaws of AutoReturn Technologies, Inc., a Nevada corporation (the "Company"), the undersigned, being the sole shareholder of the Company (the "Sole Shareholder"), hereby adopts the following resolutions effective immediately following the effectiveness of the consent of the Company's Board of Directors (the "Board") approving the matters set forth herein (the "Consent Effective Time"): Approval of Plan of Conversion WHEREAS, the Board of Directors of the Company has approved the Plan of Conversion attached hereto as Exhibit A (the "Plan of Conversion"), pursuant to which the Company will convert into AutoReturn US, LLC, a Delaware limited liability company ("Converted Entity") and has recommended approval thereof to the Sole Shareholder. WHEREAS, the Sole Shareholder has determined that it is in the best interest of the Company that the Company convert into a Delaware limited liability company pursuant to the Plan of Conversion. NOW, THEREFORE, BE IT RESOLVED, That the form, terms, and provisions of the Plan of Conversion, including as a plan of reorganization of the Company within the provisions of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, be, and hereby is, in all respects approved, adopted, ratified, and confirmed. RESOLVED FURTHER: The Certificate of Formation of Converted Entity, the form of which is attached hereto as Exhibit B, is hereby adopted, and approved to be effective at the effective time of the conversion from the Company into Converted Entity. RESOLVED FURTHER: The Operating Agreement of Converted Entity, the form of which is attached to the Plan of Conversion, is hereby adopted, and approved to be effective at the effective time of the conversion from the Company into Converted Entity. (signature page follows) 10584888.DOCX 1 EXHIBIT A This action by sole shareholder shall be effective as of the Consent Effective Time. By executing this action by sole shareholder, the undersigned shareholder is giving written consent with respect to all shares of the Company's capita] stock held by such shareholder in favor of the above resolutions. Any copy, electronic transmission, facsimile, or other reliable reproduction of this action by sole shareholder may be substituted or used in lieu ofthc original writing for any and all purposes for which the original writing could be used. This action by sole shareholder shall be filed with the minutes of the proceedings of the sole shareholder of the Company. TE GIS.0 By, \lame: _eCarnahan Title; Ch Executive Officer EXHIBIT A EXHIBIT A PLAN OF CONVERSION EXHIBIT A EXHIBIT B CERTIFICATE OF FORMATION EX Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CONVERSION OF A NEVADA CORPORATION UNDER THE NAME OF "AUTORETURN TECHNOLOGIES, INC. " TO A DELAWARE LIMITED LIABILITY COMPANY, CHANGING ITS NAME FROM "AUTORETURN TECHNOLOGIES, INC." TO "AUTORETURN US, LLC",FILED IN THIS OFFICE ON THE THIRTIETH DAY OF JULY, A.D. 2021, AT 3: 20 O' CLOCK P. M. 6129937 8100F SR# 20212850452 You may verify this certificate online at corp.delaware.gov/authver.shtml ,!slim, W. Bu leach. 34-erriarap o1 'Slrie Authentication: 203807591 Date: 07-30-21 EXHIBIT A State of Delaware Secretary of State Division of Corporations Delivered 03:20 PM 07/30/2021 FILED 03:20 PM 07/30/2021 SR 20212850452 - File Number 6129937 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A FOREIGN CORPORATION TO A LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY COMPANY ACT 1.) The jurisdiction where the Corporation first formed is Nevada 2.) The jurisdiction immediately prior to filing this Certificate is Nevada 3.) The date the Foreign Corporation first formed February 5, 2020 4.) The name of the Foreign Corporation immediately prior to fling this Certificate is Aut°Return Technologies, Inc. 5.) The name of the Limited Liability Company as set forth in the Certificate of Formation is AutoReturn US, LLC IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 30th day of July , A.D. 2021 By: Isl Jerry Carnahan Authorized Person Name: Jerry Carnahan, Authorized Person Print or Type DE123 - 08,23r2005 C T 9, an Gnii rye BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov EXHIBIT A ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: ❑X Conversion ❑ Exchange ❑ Merger TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT 1. Entity Information: (constituent, Acquired or Merging) Entity Name: AutoReturn Technologies, Inc. Jurisdiction: Nevada Entity Type*: Corporation If more than one entity being acquired or merging please attach additional page. 2. Entity Information: (Resulting, Acquiring or Surviving) Entity Name: AutoReturn US, LLC Jurisdiction: I Delaware Entity Type*: LLC 3. Plan of Conversion, Exchange or Merger: (select one box) ❑ x ❑ The entire plan of conversion, exchange or merger is attached to these articles. The complete executed plan of conversion is on file at the registered office or principal place of business of the resulting entity. The entire plan of exchange or merger is on file at the registered office of the acquiring corporation, limited -liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring entity (NRS 92A.200). The complete executed plan of conversion for the resulting domestic limited partnership is on file at the records office required by NRS 88.330. (Conversion only) 4. Approval: (If more than one entity being acquired or merging please attach additional approval page.) Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) ❑ A. Owner's approval was not required from the: ❑ Acquired/merging ❑ Acquiring/surviving ❑ B. The plan was approved by the required consent of the owners of: ❑ Acquired/merging ❑ Acquiring/surviving ❑ C. Approval of plan of exchange/merger for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. ❑ Acquired/merging ❑ Acquiring/surviving Name of acquired/merging entity Name of acquiring/survivingentit Y 5. Effective Date and Time: (Optional) Date: Time: (must not be later than 90 days after the certificate is filed) * corporation, limited partnership, limited -liability limited partnership, limited -liability company or business trust. Page 1 of 4 Revised: 1 /1 /2019 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov EXHIBIT A ABOVE SPACE IS FOR OFFICE USE ONLY Articles of Conversion/Exchange/Merger NRS 92A.200 and 92A.205 This filing completes the following: ❑ Conversion ❑ Exchange ❑ Merger TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT 4. Approval Continued: (If more than one entity being acquired or merging please attach additional approval page.) Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) ❑ A. Owner's approval was not required from the: ❑ Acquired/merging ❑ Acquiring/surviving ❑ B. The plan was approved by the required consent of the owners of: ❑ Acquired/merging ❑ Acquiring/surviving ❑ C. Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. ❑ Acquired/merging ❑ Acquiring/surviving Name of acquired/merging entity Name of acquiring/surviving entity 4. Approval Continued: (If more than one entity being acquired or merging please attach additional approval page.) Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) ❑ A. Owner's approval was not required from the: ❑ Acquired/merging ❑ Acquiring/surviving ❑ B. The plan was approved by the required consent of the owners of: ❑ Acquired/merging ❑ Acquiring/surviving ❑ C. Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. ❑ Acquired/merging ❑ Acquiring/surviving Name of acquired/merging entity T Name of acquiring/surviving entity "corporation, limited partnership, limited -liability limited partnership, limited -liability company or business trust. Page 2of4 Revised: 1 /1 /2019 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov EXHIBIT A Articles of Conversion/Exchange/Merger NRS 92A.200 and 91A.205 6.Forwarding Address for Service of Process: (Conversion and Mergers only, if resulting/surviving entity is foreign) Jerry Carnahan Name Care of: 9440 W. Sahara Ave., Suite 215 Address Country Las Vegas City NV 89117 State Zip/Postal Code 7. Amendment, if any, to the articles or certificate of the surviving entity. (NRS 92A.200): (Merger only) ** ** Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. 8. Declaration: (Exchange and Merger only) Exchange: The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS 92A.200). Merger: (Select one box) n The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180). 9. Signature Statement: (Required) n Conversion: A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity. Signatures - must be signed by: 1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited -liability limited partnership; a manager of each Nevada limited -liability company with managers or one member if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited -liability partnership (a.k.a. general partnership governed by NRS chapter 87). 2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it. AutoReturn US, LLC Name of constituent entity Form will be returned if unsigned. This form must be accompanied by appropriate fees. Page 3 of 4 Revised: 1/1/2019 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov EXHIBIT A Articles of Conversion/Exchange/Merger NRS 92A.200 and 91A.205 9. Signature Statement Continued: (Required) ❑ Exchange: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited -liability limited partnership; A manager of each Nevada limited -liability company with managers or a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230) Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange. The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. ❑ Merger: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited -liability limited partnership; A manager of each Nevada limited -liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230). The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. 10. Signature(s): (Required) Name of acquired/merging entity X Title Date Signature (Exchange/Merger) If more than one entity being acquired or merging please attach additional page of informaiton and signatures. Name of acquiring/surviving entity X Title Date Signature (Exchange/Merger) Signature of Constituent Entity (Conversion) CEO Title Date Please include any required or optional information in space below: (attach additional page(s) if necessary) Form will be returned if unsigned. This form must be accompanied by appropriate fees. Page 4of4 Revised: 1 /1 /2019 EXHIBIT A BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov SUBMIT THIS COMPLETED FORM WITH YOUR FILING '230305* Customer Order Instructions USE BLACK INK ONLY - DO NOT HIGHLIGHT Processing Service Requested: nRegular n 24-Hour Expedite (additional fee included) Name of Entity: Return to: Contact Name: Return Delivery: (email or fax options do not receive a copy via mail; must be ordered separately) ❑ Email to: Date: Phone: ❑ Fax to: ❑ Hold for Pick Up ❑ Mail to Address Above ❑ FedEx: Acct # ❑ Other: (explain below) Order Description: (include items being ordered and fee breakdown)* *PLEASE NOTE: this office keeps the original paperwork. The first file stamped copy ordered at the time of filing is at no charge. Each additional copy is $2.00 per page (plus $30.00 for each certification). Method of Payment: ❑ Check/Money Order ❑ Credit Card (attach ePayment checklist) ❑ Use balance remaining in job # Total Amount: ❑ Trust Account: Nevada Secretary of State Customer Order Instructions Revised: 1-5-15 EXHIBIT A 111111101111111111111111111111111111111 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov SUBMIT THIS COMPLETED FORM WITH YOUR FILING `230405* 1 or 2-Hour Expedite Customer Order Instructions USE BLACK INK ONLY - DO NOT HIGHLIGHT Processing ,,I ❑ 2-Hour Expedite n 1-Hour Expedite Service Requested: (additional $500.00 fee included) I I (additional $1000.00 fee included) Name of Entity: Return to: Contact Name: Return Delivery: ❑ Email to: ❑ Hold for Pick Up ❑ Other: (explain below) ❑ Mail to Address Above Phone: ❑ Fax to: ❑ FedEx: Acct # Order Description: (include items being ordered and fee breakdown)* Date: *PLEASE NOTE: this office keeps the original paperwork. The first file stamped copy ordered at the time of filing is at no charge. Each additional copy is $2.00 per page (plus $30.00 for each certification). Method of Payment: ❑ Check/Money Order ❑ Credit Card (attach ePayment checklist) ❑ Use balance remaining in job # Total Amount: ❑ Trust Account: Nevada Secretary of State 1-2 Hr Customer Order Instructions Revised: 1-5-15 EXH I IT A BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 Phone: (775) 684-5708 Website: www.nvsos.gov 24-hour, 2-hour and 1-hour Expedite Service Guidelines IMPORTANT: To ensure expedited service, please mark "Expedite" in a conspicuous place at the top of the service request. Please indicate method of delivery. 24-HOUR EXPEDITE SERVICE The Secretary of State offers a 24-hour expedite service on most filings processed by this office. If you choose to utilize this service, please enclose with your filing the additional expedite fee. Please note that this expedite fee is in addition to the standard fee charged on each filing and/or order. Check the 24-hour expedite box on your customer order instruction form. If not using our order form, state clearly in your cover letter that you are requesting 24-hour expedited service, include your telephone number and return information. Attach the order form or cover sheet to the top of your filing and submit to this office. Each filing will be returned by U.S.P.S. regular mail unless other arrangements are made. This office does not fax confirmation of a 24-hour expedite. The fee for 24-hour handling ranges from $25.00 to $125.00. Please consult our fee schedules for the appropriate 24- hour expedite fee. If you require assistance, please contact this office. Time Constraints: Each filing submitted receives same day filing date and may be picked up within 24-hours. Filings to be mailed the next business day if received by 2:00 pm of receipt date and no later than the 2nd business day if received after 2:00 pm. Expedite period begins when filing or service request is received in this office in fileable form. 2-HOUR EXPEDITE SERVICE The Secretary of State offers a 2-hour expedite service on most filings processed by this office. If you choose to utilize the 2-hour expedite service, please enclose with your filing an additional $500.00 per filing and/or order. Please note that this expedite fee is in addition to the standard fee charged on each filing and/or order. Complete and submit the 2-hour customer order instruction form. If not using our order form, state clearly in your cover letter that you are requesting 2- hour expedited service and include your telephone number and return information. Attach the order form or cover sheet to the top of your filing and submit to this office. Each filing will be returned by U.S.P.S. regular mail unless other arrangements are made. 1-HOUR EXPEDITE SERVICE The Secretary of State offers a 1-hour expedite service on most filings processed by this office. If you choose to utilize the 1-hour expedite service, please enclose with your filing an additional $1000.00 per filing and/or order. Please note that this expedite fee is in addition to the standard fee charged on each filing and/or order. Complete and submit the 1- hour customer order instruction form. If not using our order form, state clearly in your cover letter that you are requesting 1-hour expedited service and include your telephone number and return information. Attach the order form or cover sheet to the top of your filing and submit to this office. Each filing will be returned by U.S.P.S. regular mail unless other arrangements are made. 1-Hour and 2-Hour Time Constraints: Each filing submitted for either 1-hour or 2-hour expedite receives same day filing date and will be acknowledged by fax or e-mail within expedite service time. Failure to indicate method of acknowledgement (fax or e-mail) or to provide a correct fax number or e-mail address may prevent the Secretary of State from acknowledging the filing of such documents. Filings may be picked up within the expedite service period. Filings to be mailed will be mailed out no later than the next business day following receipt. Expedite period begins when filing or service request is received in this office in fileable form. The Secretary of State reserves the right to extend the expedite period in times of extreme volume, staff shortages or equipment malfunction. These extensions are few and will rarely extend more than a few hours. Nevada Secretary of State Expedite Guidelines Revised: 1-5-15 EXHIBIT A 1111101111111111111111111111111111111 `230105* BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov ePayment Checklist (For Counter, Fax and Mail Requests) Service Type: Counter Mail Fax USE BLACK INK ONLY - DO NOT HIGHLIGHT Order Processing Requested: (Expedite Processing Requires Additional Fees) Regular Processing _] 24-HOUR Expedite 2-HOUR Expedite 1-HOUR Expedite Payment by Card (card holder name and billing address required below) Card Type: VISA Customer Credit Card Number: MasterCard Discover American Express 3-digit number found on the far right of the backside of VISA, MasterCard and Discover cards 4-digit number found on the front right side of American Express card. V CODE* NOTICE: For security and verification purposes, all credit card payments must include the 3 or 4-digit CVV2 code (VCode) number located on the credit card. Failure to include this code will result in the rejection of your filing or service request. Credit Card Expiration Date: Month T 1 Year Amount to Charge Card: usD $ Order Information (required) Entity Name/Order Reference: Card Holder Information: Name as it Appears on the Account Billing Address City, State, Zip Telephone r L Ext Payment Authorization I authorize the Secretary of State to bill an amount not to exceed the following to be charged to the above listed account(s): Authorized Signature Not to Exceed Amount: usD $ Nevada Secretary of State ePayment Checklist Revised: 1-5-15 EXHIBIT A BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.aov www.nvsilverflume.aov Instructions for Articles of Conversion/Exchange/Merger IMPORTANT: READ ALL INSTRUCTIONS CAREFULLY BEFORE COMPLETING FORM. TYPE or PRINT the following information and submit the filing with Customer Order Instruction Form and payment: In the title box of the form please indicate the type of filing being filed: Articles of Conversion, Exchange or Merger. 1. ENTITY INFORMATION: List the name of the Constituent Entity for a Conversion, Acquired Entity for an Exchange or the Merging Entity for a Merger in the field provided. The jurisdiction (state or country) and entity type (corporation, LLC, etc) must be indicated. If more than one entity is being acquired or merging please list the above information on an additional page. 2. ENTITY INFORMATION: List the name of the Resulting Entity for a Conversion, Acquiring Entity for an Exchange or the Surviving Entity for a Merger in the field provided. The jurisdiction (state or country) and entity type (corporation, LLC, etc) must be indicated. 3. PLAN OF CONVERSION, EXCHANGE OR MERGER: Indicate the location of the plan of conversion, exchange or merger. Select only one box. 4. APPROVAL: Indicate the approval of the plan of conversion, exchange or merger. If more than one entity is being acquired or merging please list the required information on an additional page. Conversion: The approval statement for the plan of conversion is provided. Or Exchange or Merger: Please select the appropriate boxes (a, b, or c must be used by each entity within the exchange or merger). List the entity names for the acquired or merging entity in the field provided. List the entity names for the acquiring or surviving entity in the field provided. 5. EFFECTIVE DATE AND TIME: This section is optional. If an effective date and time is indicated the date must not be more than 90 days after the date on which the certificate is filed. 6. FORWARDING ADDRESS FOR SERVICE OF PROCESS: Indicate the name and forwarding address, if the resulting entity in the Conversion or the surviving entity in a Merger is a foreign entity. 7. AMENDMENT TO ARTICLES OR CERTIFICATE OF SURVIVING ENTITY: This section is for Mergers only. Indicate any amendments to the articles or certificate for the surviving entity, additional page(s) may be attached. 8. DECLARATION: This section is for an Exchange or Merger. If this is a merger, select only one box that applies. 9. SIGNATURES STATEMENT: Select the appropriate box for type of document being filed. If a conversion is selected, state the name of the constituent entity in the field provided. 10. SIGNATURES: If more than one entity is being acquired or merging please list the the entity name and authroizing signature on an additional page. Exchange/Merger: list the name of the acquired or merging entity in the field provided and the required signature, title and date. And Exchange/Merger: list the name of the acquiring or surviving entity in the field provided and the required signature, title and date. Or Conversion: signature of constituent entity. * Pursuant to NRS 92A.205(4) if the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the constituent document filed with the Secretary of State pursuant to paragraph (b) subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date. This statement must be included within the resulting entity's articles. 3'age 1 of 1 Revised: 1/1/2019 EXHIBIT A Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "AUTORETURN US, LLC", CHANGING ITS NAME FROM "AUTORETURN US, LLC" TO "CFKAA HOLDINGS, LLC", FILED IN THIS OFFICE ON THE SECOND DAY OF OCTOBER, A.D. 2023, AT 4:09 O'CLOCK P.M. 6129937 8100 SR# 20233628837 Page 1 Authentication: 204299490 Date: 10-03-23 You may verify this certificate online at corp.delaware.gov/authver.shtml DocuSign Envelope ID: 51E5104F-DF04-41B0-90B2-905BFB9AC784 EXHIBIT A CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF AUTORETURN US, LLC THIS CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION of AutoReturn US, LLC (the "Company") is executed and filed by Raymond Krouse, duly authorized to execute and file this Certificate for the purpose of amending the Company's Certificate of Formation pursuant to Delaware Limited Liability Company Act § 18-202. 1. The name of the Company is AutoRetum US, LLC. 2. Section 1 of the Certificate of Formation is hereby amended to read in its entirety as follows: 1. The name of the limited liability company is CFKAA Holdings, LLC. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment on this 2 day of October, 2023. 4876-5846-9249, v. 1 —DocuSigned by: 0464 461A,S1- '—8434518B187C4C9._. Raymond Krouse Authorized Person State of Delaware Secretary of State Division of Corporations Delivered 04:09 PM 10/02/2023 FILED 04:09 PM 10/02/2023 SR 20233628837 - File Number 6129937 EXHIBIT B INSURANCE REQUIREMENTS PROFESSIONAL SERVICES AGREEMENTS CFKAA HOLDINGS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Primary Insurance Clause Endorsement Contingent Exposures Included $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV Professional/E&O/Cyber Liability Combined Single Limit Each Claim Policy Aggregate Retroactive date included V Umbrella Liability Each Occurrence Policy Aggregate City listed as additional insured. Coverage is excess over the general liability and auto policies $1,000,000 $1,000,000 $1,000,000 $1,000,000 CFKAA Holdings agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage for a minimum of 1 year after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance 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. City of Miami Invitation for Bid (IFB) Procurement Department Miami Riverside Center 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Web Site Address: www.miamigov.com/procurement IFBNumber: Title: Issue Date/Time: IFBClosing Date/Time: Pre-Bid/Pre-Proposal Conference: Pre-Bid/Pre-Proposal Date/Time: Pre-Bid/Pre-Proposal Location: Deadline for Request for Clarification: Contracting Officer: Hard Copy Submittal Location: Contracting Officer E-Mail Address: Contracting Officer Facsimile: 702382,4 Invitation For Bid for Municipal Towing Software for the Police Department 26-SEP-2017 10/03/2017 @ 15:00:00 None Friday, September 1, 2017 at 2:00 PM Falcon, Eduardo City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US efalcon@miamigov.com 305-400-5390 Page 1 of 37 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: PROPOSER NAME - ADDRESS - PHONE- FAX - EMAIL: CELL(Optional)- SIGNED BY - TITLE: DATE - FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS RESPONSE. Page 2 of 37 Certifications Legal Name of Fiiiu: FEI/EIN Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Location: City of Miami, Miami -Dade County, or Other Business Tax Receipt/Occupational License Number: Business Tax Receipt/Occupational License Issuing Agency: Business Tax Receipt/Occupational License Expiration Date: If subcontractor(s) will be utilized, provide their name, address and the the portion of the work they will be responsible for under this contract (a copy of their license(s) must be submitted with your bid response): Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. If Bidder has a Local Office, as defined under Chapter 18/Articlle III, Section 18-73 of the City Code, has Bidder filled out, notarized, and included with its bid response the "City of Miami Local Office Certification" form? YES OR NO? (The City of Miami Local Office Certification form is located in the Oracle Sourcing system ("iSupplier"), under the Header/Notes and Attachments Section of this solicitation) Please acknowledge that all documents requested in the Minimum Qualifications Section have been Page 3 of 37 submitted. Reference No. 1: Name of Company/Agency for which bidder is currently providing the services/goods as described in this solicitation, or has provided such services/goods in the past: Reference No. 1: Address, City, State, and Zip for above referenced company/agency listed: Reference No. 1: Name of Contact Person and Telephone Number for above referenced no. 1 Reference No. 1: Date of Contract or Sale for above referenced no. 1 Reference No. 2: Name of Company/Agency for which bidder is currently providing the services/goods as described in this solicitation, or has provided such services/goods in the past: Reference No. 2: Address, City, State, and Zip for above referenced company/agency listed: Reference No. 2: Name of Contact Person and Telephone Number for above referenced no. 2 Reference No. 2: Date of Contract or Sale for above referenced no. 2 Reference No. 3: Name of Company/Agency for which bidder is currently providing the services/goods as described in this solicitation, or has provided such services/goods in the past: Reference No. 3: Address, City, State, and Zip for above referenced company/agency listed: Reference No. 3: Name of Contact Person and Telephone Number for above referenced no. 3 Reference No. 3: Date of Contract or Sale for above referenced no. 3 Page 4 of 37 Line: 1 Description: Software licensing, configuration, mobilization costs, and related one time setup fees. (Enter price if applicable, if this is a no charge feature enter $.001) Category: 20880-00 Unit of Measure: Each Unit Price: $ Line: 2 Number of Units: 1 Total: $ Description: On -site training for software usage (max # of persons pending) (per training session). (Enter price if applicable, if this is a no charge feature enter $.001) Category: 20866-76 Unit of Measure: Each Unit Price: $ Line: 3 Number of Units: 1 Total: $ Description: Off -site training for software usage, Web Based (per training session). (Enter price if applicable, if this is a no charge feature enter $.001) Category: 20866-76 Unit of Measure: Each Unit Price: $ Line: 4 Number of Units: 20 Total: $ Description: Cost per tow (for each vehicle towed) (Enter price if applicable, if this is a no charge feature enter $.001) Category: 96890-44 Unit of Measure: Each Unit Price: $ Number of Units: 14,000 Total: $ Page 5 of 37 Invitation for Bid (IFB) 702382,4 Table of Contents Terms and Conditions 7 1. General Conditions 7 1.1. GENERAL TERMS AND CONDITIONS 7 2. Special Conditions 27 2.1. PURPOSE 27 2.2. PRE-BID/PRE-PROPOSAL CONFERENCE 27 2.3. BIDDERS MINIMUM QUALIFICATIONS 27 2.4. SPECIFICATION EXCEPTIONS 27 2.5. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 28 2.6. TERM OF CONTRACT 28 2.7. CONDITIONS FOR RENEWAL 28 2.8. METHOD OF AWARD 28 2.9. TIE BIDS 28 2.10. NON -APPROPRIATION OF FUNDS 29 2.11. FAILURE TO PERFORM 29 2.12. LIQUIDATED DAMAGES 29 2.13. INSURANCE REQUIREMENTS 29 2.14. PROJECT MANAGER 31 2.15. ADDITION/DELETION OF SUPPLIERS/SOFTWARE ENHANCEMENTS 32 2.16. PRIMARY CLIENT (FIRST PRIORITY) 32 2.17. PROPRIETARY RIGHTS 32 2.18. TERMINATION 33 2.19. ADDITIONAL TERMS AND CONDITIONS 33 3. Specifications 35 3.1. SCOPE OF WORK 35 Page 6 of 37 Invitation for Bid (IFB) 702382,4 Terms and Conditions 1. General Conditions 1.1. GENERAL TERMS AND CONDITIONS Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of $25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. 1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. 1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon issuance by the City of a purchase order. 1.3. ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any bidder/proposer who has previously failed to properly perform under the terms and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion, re -issue this formal solicitation. 1.4. ADDENDA — It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.ci.miami.fl.us/procurement 1.5. ALTERNATE RESPONSES WILL NOT BE CONSIDERED. 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent. 1.7. ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract, each party shall bear their own attorney's fees through and including appellate litigation and any post -judgment proceedings. 1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Bidder/Proposer agrees to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Bidder/Proposer shall maintain and retain any and all of Page 7 of 37 Invitation for Bid (IFB) 702382,4 the books, documents, papers and records pertinent to the Contract for three (3) years after the City makes final payment and all other pending matters are closed. Contractor's failure to or refusal to comply with this condition shall result in the immediate cancellation of this contract by the City. 1.9. AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or quasi -governmental entity in the State of Florida, may avail itself of this contract and purchase any and all goods/services, specified herein from the successful bidder(s)/proposer(s) at the contract price(s) established herein, when permissible by federal, state, and local laws, rules, and regulations. Each Governmental, not -for -profit or quasi -governmental entity which uses this formal solicitation and resulting bid contract or agreement will establish its own contract/agreement, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terms and issue its own exemption certificates as required by the successful bidder(s)/proposer(s). 1.10. AWARD OF CONTRACT: A. The Formal Solicitation, Bidder's/Proposer's response, any addenda issued, and the purchase order shall constitute the entire contract, unless modified in accordance with any ensuing contract/agreement, amendment or addenda. B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference to Businesses with Drug -Free Workplace Programs. C. The award of this contract may be preconditioned on the subsequent submission of other documents as specified in the Special Conditions or Technical Specifications. Bidder/Proposer shall be in default of its contractual obligation if such documents are not submitted in a timely manner and in the form required by the City. Where Bidder/Proposer is in default of these contractual requirements, the City, through action taken by the Purchasing Department, will void its acceptance of the Bidder' s/Proposer' s Response and may accept the Response from the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from Bidder/Proposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Bidder' s/Proposer' s default. D. The term of the contract shall be specified in one of three documents which shall be issued to the successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet. E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar days beyond the stated contract term in order to provide City departments with continual service and supplies while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Bidder/Proposer, in writing, of its intent to extend the contract at the same price, terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Successful Bidder/Proposer are in mutual agreement of such extensions. F. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon completion of the expressed or implied warranty periods. G. The City reserves the right to award the contract on a split -order, lump sum or individual -item basis, or such combination as shall best serve the interests of the City unless otherwise specified. H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the Page 8 of 37 Invitation for Bid (IFB) 702382,4 City's best interests. Such agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized surety company that is licensed to do business in the State of Florida, payable to the City of Miami, for the amount bid is required from all bidders/proposers, if so indicated under the Special Conditions. This check or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it is awarded to bidder/proposer. Bidder/Proposer shall forfeit bid deposit to the City should City award contract/agreement to Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessful bidders/proposers within ten (10) days after the award and successful bidder' s/proposer' s acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES - If and wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of establishing the type, function, minimum standard of design, efficiency, grade or quality of goods only. When the City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an approved equal, Bidders/Proposers will submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing. In the event of bid/proposal cancellation, the Director of Purchasing shall notify all prospective bidders/proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any contractor. If contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not have any claim upon the City. 1.17. CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION —Bidder/Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firm or corporation submitting a response Page 9 of 37 Invitation for Bid (IFB) 702382,4 for the same items/services or with the City of Miami's Purchasing Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but not limited to: A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection. B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. G. National Institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation. I. City Procurement Ordinance City Code Section 18, Article III. J. Conflict of Interest, City Code Section 2-611;61. K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment. Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility. Non-compliance with all local, state, and federal directives, orders, and laws may be considered grounds for termination of contract(s). Copies of the City Ordinances may be obtained from the City Clerk's Office. 1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than $200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLI or IFBs (bids) between, among others: Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: Page 10of37 Invitation for Bid (IFB) 702382,4 oral communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre -bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2.2. of the Special Conditions); or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, RFLI OR IFB by City Purchasing staff. Proposers or bidders must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office of the City Clerk, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall render any award voidable. A violation by a particular Bidder, Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a complaint with the Ethics Commission. Proposers or bidders should reference Section 18-74 of the City of Miami Code for further clarification. This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code Section 18-74 for a complete and thorough description of the Cone of Silence. You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this Formal Solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in your firm. A. Bidder/Proposer further agrees not to use or attempt to use any knowledge, property or resource which may be within his/her/its trust, or perform his/her/its duties, to secure a special privilege, benefit, or exemption for himself/herself/itself, or others. Bidder/Proposer may not disclose or use information not available to members of the general public and gained by reason of his/her/its position, except for information relating exclusively to governmental practices, for his/her/its personal gain or benefit or for the personal gain or benefit of any other person or business entity. B. Bidder/Proposer hereby acknowledges that he/she/it has not contracted or transacted any business with the City or any person or agency acting for the City, and has not appeared in representation of any third party before any board, commission or agency of the City within the past two years. Bidder/Proposer further warrants that he/she/it is not related, specifically the spouse, son, daughter, parent, brother or sister, to: (i) any member of the commission; (ii) the mayor; (iii) any city employee; or (iv) any member of any board or agency of the City. C. A violation of this section may subject the Bidder/Proposer to immediate termination of any professional services agreement with the City, imposition of the maximum fine and/or any penalties allowed by law. Page 11 of 37 Invitation for Bid (IFB) 702382,4 Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. 1.23. COPYRIGHT OR PATENT RIGHTS — Bidders/Proposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services provided as a result of this formal solicitation, and bidders/proposers agree to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 1.24. COST INCURRED BY BIDDER/PROPOSER - All expenses involved with the preparation and submission of Responses to the City, or any work performed in connection therewith shall be borne by the Bidder(s)/Proposer(s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment determination. The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. (2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. (3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. (4) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be indicative of nonresponsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. (5) Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. (6) False certification pursuant to paragraph (c) below. (7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which the violation remains noncompliant. (8) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. (9) Any other cause judged by the City Manager to be so serious and compelling as to affect the Page 12 of 37 Invitation for Bid (IFB) 702382,4 responsibility of the Contractual Party performing city Contracts. (c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5). (d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the Contractual Party, along with a notice of said party's right to seek judicial relief. 1.26. DEBARRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not submit a response on a contract to provide goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit response on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. 1.27. DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which shall include any failure on the part of the successful Bidder/Proposer to accept the award, to furnish required documents, and/or to fulfill any portion of this contract within the time stipulated. Upon default by the successful Bidder/Proposer to meet any terms of this agreement, the City will notify the Bidder/Proposer of the default and will provide the contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the contractor's part to correct the default within the required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the effective date of the termination. The following shall constitute default: A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree specified in the Contract. B. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terms of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract. F. Failure to comply with any of the terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may become due on this Contract. 1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure Page 13 of 37 Invitation for Bid (IFB) 702382,4 to comply with these requirements may deem a Response non -responsive. A. Responsible Bidder shall mean a bidder/proposer who has submitted a bid/prposal and who has the capability, as determined under the City Procurement Ordinance, in all respects to fully perform the contract requirements, and the integrity and reliability of which give reasonable assurance of good faith and performance. 1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Bidder(s)/Proposer(s) during the term of the contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the City. 1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Formal Solicitation or addenda (if any) should be reported in writing to the City's Purchasing Department. Should it be found necessary, a written addendum will be incorporated in the Formal Solicitation and will become part of the purchase agreement (contract documents). The City will not be responsible for any oral instructions, clarifications, or other communications. A. Order of Precedence — Any inconsistency in this formal solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents. 1) Addenda (as applicable) 2) Specifications 3) Special Conditions 4) General Terms and Conditions 1.31. EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane or other emergency or disaster situation, the successful vendor shall provide the City with the commodities/services defined within the scope of this formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform for the city on a priority basis during such times of emergency. 1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and RFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the Formal Solicitation and/or Response, the Formal Solicitation and then the Response shall control. This Contract may be modified only by a written agreement signed by the City of Miami and Contractor. 1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of determining the low bidder or most advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal Solicitation. 1.34. EVALUATION OF RESPONSES A.Rejection of Responses The City may reject a Response for any of the following reasons: Page 14of37 Invitation for Bid (IFB) 702382,4 1) Bidder/Proposer fails to acknowledge receipt of addenda; 2) Bidder/Proposer mistates or conceals any material fact in the Response ; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the Bidder's/Proposer(s) authorized agent. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for all or any part of the Formal Solicitation whenever it is deemed in the best interest of the City. B. Elimination From Consideration 1) A contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2) A contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous contract with the City or deliver on time contracts of a similar nature. 3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal Solicitation. Bidder/Proposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well established entity in line with the best industry practices in the industry as determined by the City. 2) The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Bidder/Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the terms and conditions of the resulting agreement it may lead to terminating negotiations. 1.36. F.O.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/proposal. 1.37. FIRM PRICES - The bidder/proposer warrants that prices, terms, and conditions quoted in its response will be firm throughout the duration of the contract unless otherwise specified in the Formal Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed Page 15 of 37 Invitation for Bid (IFB) 702382,4 or supplied over a period of time. 1.38. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24, states that employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January 1st. At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract. If impacted, bidder/proposer must furnish employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of submitting a response constitute successful bidder's/proposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the right to request and successful bidder/proposer must provide for any and all information to make a wage and contractual price increase(s) determination. 1.39. GOVERNING LAW AND VENUE - The validity and effect of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall take place in Miami -Dade County, Florida. In any action or proceeding each party shall bear their own respective attorney's fees. 1.40. HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terms and provisions hereof. 1.41. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of "individually identifiable health information (IIHI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to: A. Use of information only for performing services required by the contract or as required by law; B. Use of appropriate safeguards to prevent non -permitted disclosures; C. Reporting to the City of Miami of any non -permitted use or disclosure; D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Bidder/Proposer and reasonable assurances that IIHI/PHI will be held confidential; E. Making Protected Health Information (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer; G. Making PHI available to the City of Miami for an accounting of disclosures; and H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits. PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information Page 16of37 Invitation for Bid (IFB) 702382,4 practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. 1.42 INDEMNIFICATION - Contractor shall indemnify, hold/save harmless and defend at its own costs and expense the City, its officials, officers, agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract and will indemnify, hold harmless and defend the City, its officials, officers, agents, directors and employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory to City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor. This indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and which conforms to the limitations of §725.06 and/or §725.08, Fla. Statues, as amended from time to time as applicable. Contractor shall require all Sub -Contractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or Sub -Contractor, under this Agreement. 1.43. FORMATION AND DESCRIPTIVE LITERATURE —Bidders/Proposer must furnish all information requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each Bidder/Proposer must submit for evaluation, cuts, sketches, descriptive literature, technical specifications, and Material Safety Data Sheets (MSDS)as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this provision. 1.44. INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms and conditions of the Formal Solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be amended or supplemented from time to time. 1.45. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 30 days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be furnished upon request via fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations also are available on the City's Page 17of37 Invitation for Bid (IFB) 702382,4 Web Site following recommendation for award. 1.46. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances, the Bidder/Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Bidder/Proposer. 1.47. INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered (i.e. quantity, unit price, extended price, etc); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.48. LOCAL PREFERENCE A. City Code Section 18-85, states, "when a responsive, responsible non -local bidder submits the lowest bid price, and the bid submitted by one or more responsive, responsible local bidders who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non -local bidder, then that non -local bidder and each of the aforementioned responsive, responsible local bidders shall have the opportunity to submit a best and final bid equal to or lower than the amount of the low bid previously submitted by the non -local bidder. Contract award shall be made to the lowest responsive, responsible bidder submitting the lowest best and final bid. In the case of a tie in the best and final bid between a local bidder and a non -local bidder, contract award shall be made to the local bidder." B. City Code Section 18-86, states, "the RFP, RFLI or RFQ, as applicable, may, in the exercise of the reasonable professional discretion of the City Manager, director of the using agency, and the Chief Procurement Officer, include a five (5%) percent evaluation criterion in favor of proposers who maintain a local office, as defined in Section 18-73. In such cases, this five (5%) percent evaluation criterion in favor of proposers who maintain a local office will be specifically defined in the RFP, RFLI or RFQ, as applicable; otherwise, it will not apply. 1.49. MANUFACTURER'S CERTIFICATION - The City reserves the right to request from bidders/proposers a separate Manufacturer's Certification of all statements made in the bid/proposal. Failure to provide such certification may result in the rejection of bid/proposal or termination of contract/agreement, for which the bidder/proposer must bear full liability. 1.50. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND CON TRACTS - No contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Purchasing of the City of Miami, Florida through the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet Page 18 of 37 Invitation for Bid (IFB) 702382,4 as appropriate. 1.51. NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City of Miami and Contractor, or to create any other similar relationship between the parties. 1.52. NONCONFORMANCE TO CONTRACT CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at Bidder's/Proposer's expense. These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in bidder/proposer being found in default in which event any and all re -procurement costs may be charged against the defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.53. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Bidder/Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.54. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein goods and/or services, and to make use of other competitively bid (governmental) contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that this formal solicitation does not constitute the exclusive rights of the successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation. In addition, any and all commodities, equipment, and services required by the City in conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.55. OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in the City of Miami and is submitting a Response under this Formal Solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Bidder/Proposer to supply the license to the City during the evaluation period, but prior to award. 1.56. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture will be considered in response to this Formal Solicitation. Page 19of37 Invitation for Bid (IFB) 702382,4 1.57.OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful Bidder/Proposer pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by the Bidder/Proposer for any other purposes whatsoever without the written consent of the City. 1.58. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. 1.59. PERFORMANCE/PAYMENT BOND —A Contractor may be required to furnish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the contract price. 1.60. PREPARATION OF RESPONSES (HARDCOPY FORMAT) —Bidders/Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Bidder's/Proposer's risk. A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall sign the Response and print in ink or type the name of the Bidder/Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, as required. B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. Bidder/Proposer shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the Bidder/Proposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extended price shall be entered in the "Extended Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct. C. The Bidder/Proposer must state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Bidder/Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or firm by his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful Bidder's/Proposer' s response may be included as part of the contract, at the City's discretion. G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE. 1.61. PRICE ADJUSTMENTS — Any price decrease effectuated during the contract period either by reason of Page 20 of 37 Invitation for Bid (IFB) 702382,4 market change or on the part of the contractor to other customers shall be passed on to the City of Miami. 1.62. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.63. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS - Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.64. PROMPT PAYMENT —Bidders/Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the percentage discount to indicate no discount. If the Bidder/Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final acceptance by the City, whichever is later. When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers during the term of the contract. 1.65. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.66. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 1.67. PUBLIC ENTITY CRIMES - A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. Page 21 of 37 Invitation for Bid (IFB) 702382,4 1.68. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and City of Miami Code, Section 18, Article III, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records". Contractor's failure or refusal to comply with the provision of this section shall result in the immediate cancellation of this Contract by the City. 1.69. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/proposed must be of the latest make or model, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this Solicitation. 1.70. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this Solicitation. 1.71. REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the law. 1.72. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) (a) Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attorney, shall have the authority to resolve controversies between the Contractual Party and the city which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than $25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to controversies based upon breach of Contract, mistake, misrepresentation or lack of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. (b) Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a notice of such party's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this section. 1.73. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104) (a) Right to protest. The following procedures shall be used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed $25,000. Protests thereon shall be govemed by the Administrative Policies and Procedures of Purchasing. 1.Protest of Solicitation. i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer; or Page 22 of 37 Invitation for Bid (IFB) 702382,4 ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. 2. Protest of Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the responsibility of the Bidder/Proposer to check this section of the website daily after responses are submitted to receive the notice; or ii. Any actual Responsive and Responsible Bidder whose Bid is lower than that of the recommended bidder may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the bidder of the notice of the city's determination of non responsiveness or non responsibility. The receipt by bidder of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. iii. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award determination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (f). This shall form the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement Officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. (b) Authority to resolve protests. The Chief Procurement Officer shall have the authority, subject to the approval of the City Manager and the city attorney, to settle and resolve any written protest. The Chief Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said decision to the City Commission within 30 days after he/she receives the protest. In cases involving more than $25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or Page 23 of 37 Invitation for Bid (IFB) 702382,4 the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (f) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or $5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer and/or the City Commission, as applicable, the filing fee shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by subsection (e) above. 1.74. SAMPLES - Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, bidder(s)/proposer(s) will be notified to remove samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of the City. 1.75. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell, assign, transfer or subcontract at any time during the term of the Contract, or any part of its operations, or assign any portion of the performance required by this contract, except under and by virtue of written permission granted by the City through the proper officials, which may be withheld or conditioned, in the City's sole discretion. 1.76. SERVICE AND WARRANTY —When specified, the bidder/proposer shall define all warranty, service and replacements that will be provided. Bidders/Proposer must explain on the Response to what extent warranty and service facilities are available. A copy of the manufacturer's warranty, if applicable, should be submitted with your response. 1.77. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. All workmanship and services is to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current contract with the State of Florida, Department of General Services, to supply the items on this solicitation, the bidder/proposer shall quote not more than the contract price; failure to comply with this request will result in disqualification of bid/proposal. 1.78. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via the Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP, RFQ, or RFLI. NO EXCEPTIONS. Bidders/Proposers are welcome to attend the solicitation closing; however, no Page 24 of 37 Invitation for Bid (IFB) 702382,4 award will be made at that time. A. Hardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope, box or package must show the hour and date specified for receipt of responses, the solicitation number and title, and the name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the requisite Response Forms may be rejected. Hardcopy responses received at any other location than the specified shall be deemed non -responsive. Directions to City Hall: FROM THE NORTH: I-95 SOUTH UNTIL IT TURNS INTO US1. US1 SOUTH TO 27TH AVE., TURN LEFT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: US1 NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection of bid/proposal. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will not be considered for award. E. Late responses will be rejected. F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in writing. Once a solicitation closes (closed date and/or time expires), the City will not consider any subsequent submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A. 1.79. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, Bidders/Proposers should be aware of the fact that all materials and supplies which are purchased by the Bidder/Proposer for the completion of the contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Bidder/Proposer. 1.80. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate this contract by written notice to the contractor effective the date specified in the notice should any of the following apply: A. The contractor is determined by the City to be in breach of any of the terms and conditions of the contract. B. The City has determined that such termination will be in the best interest of the City to terminate the contract for Page 25 of 37 Invitation for Bid (IFB) 702382,4 its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. 1.81. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Bidder/Proposer have been received, inspected, and found to comply with award specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable law. 1.82. TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions. 1.83. TITLE - Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.84.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE- All Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Response contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the Solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim 1.85. UNAUTHORIZED WORK OR DELIVERY OF GOODS- Neither the qualified Bidder(s)/Proposer(s) nor any of his/her employees shall perform any work or deliver any goods unless a change order or purchase order is issued and received by the Contractor. The qualified Bidder(s)/Proposer(s) shall not be paid for any work performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.86. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising, sales promotion or other publicity materials containing information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission. 1.87. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, bidders/proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If variations are not stated on their Response, it will be assumed that the product fully complies with the City's specifications. Page 26 of 37 Invitation for Bid (IFB) 702382,4 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for Municipal Towing Software, as specified herein, from a source(s), fully compliant with the terms, conditions and stipulations of the solicitation. 2.2. PRE-BID/PRE-PROPOSAL CONFERENCE None 2.3. BIDDERS MINIMUM QUALIFICATIONS Bids will be considered only from firms that are regularly engaged in the business of providing services as described in this Bid; that have a record of performance for five (5) years; and that have sufficient financial support, equipment and organization to insure that they can satisfactorily provide the goods and/or services if awarded a Contract under the terms and conditions herein stated. The Bidder shall: A. Have been in the business of providing municipal towing software for not less than five (5) years. B. Provide a minimum of three (3) Client References that are either other municipalities or firms that work for municipalities providing Municipal Towing Software or managment, similar in size and complexity to the City of Miami. If the latter is provided, the contact information for the municipality shall be provided. The City reserves the right to verify these client references as part of the evaluation, and shall use the same as a disqualifier concerning the work to be performed under this IFB, should the Client References reveal poor performance. C. Not have any member, officer, or stockholder that is in arrears or in default of any debt or contract involving the City, is a defaulter surety otherwise, upon any obligation to the City, and/or has failed to perform faithfully on any previous contract with the City. D. Have no record of pending lawsuits or criminal activities, and have never been declared bankrupt within the last three (3) years. 2.4. SPECIFICATION EXCEPTIONS Specifications are based on the most current literature available. Bidder shall notify the City of Miami Procurement Department, in writing, no less than ten (10) days prior to solicitation closing date of any change in the manufacturers' specifications which conflict with the specifications. For hard copy bid submittals, Bidders shall explain any deviation from the specifications in writing as a footnote on the applicable specification page and enclose a copy of the manufacturer's specifications data detailing the changed item(s) with his/her submission. For electronic bid submittals, Bidders shall explain in the Header Section or by an Attachment and, if applicable, enclose a scanned copy of the manufacturer's specifications data detailing the changed item(s) with his/her submission. Additionally, Bidders shall indicate whether the information requires the addition of other options, as well as those Page 27 of 37 Invitation for Bid (IFB) 702382,4 which are included as a part of another option. Failure of Bidders to comply with these provisions will result in Bidders being held responsible for all costs required to bring the item(s) in compliance with contract specifications. 2.5. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Procurement Department, Attn: Eduardo Falcon; fax: (305) 400-5390 or email: efalcon@miamigov com, and a copy filed with the Office of the City Clerk, pursuant to Section 1.20. Cone of Silence. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Friday, September 1, 2017 at 2:00 PM. All responses to questions will be sent to all prospective bidders/proposers in the form of an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAID DEADLINE. 2.6. TERM OF CONTRACT The Contract shall commence upon the date of notice of award and shall be effective for five (5) years with the option to renew for one (1) additional five (5) year period, subject to the availability of funds for succeeding fiscal years. Continuation of the contract beyond the initial period is a City prerogative; not a right of the Bidder. This prerogative will be exercised only when such continuation is clearly in the best interest of the City. 2.7. CONDITIONS FOR RENEWAL Each renewal of this contract is subject to the following: (1) Continued satisfactory performance compliance with the specifications, terms and conditions established herein. (2) Availability of funds 2.8. METHOD OF AWARD Award of this contract will be made to the lowest responsive and responsible Bidder meeting the Specifications, in the aggregate. Bidders must bid on all items. 2.9. TIE BIDS Whenever two or more Bids which are equal with respect to price, quality and service are received by the City for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: (1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the action that will be taken against employees for violations of such prohibition. Page 28 of 37 Invitation for Bid (IFB) 702382,4 (2) Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in subsection (1). (4) In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. (5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. (6) Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. 2.10. NON -APPROPRIATION OF FUNDS In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to the Successful Bidder(s)/Proposer(s) or his assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No guarantee, warranty or representation is made that any project(s) will be awarded to any firm(s). 2.11. FAILURE TO PERFORM Should it not be possible to reach the Successful Bidder or supervisor and/or should remedial action not be taken within 48 hours of any failure to perform according to specifications, the City reserves the right to declare that Successful Bidder in default of the contract or make appropriate reductions in the contract payment. 2.12. LIQUIDATED DAMAGES Upon failure to perform, as stated in Section 2.11, or to complete the project in accordance with the specifications and to the satisfaction of the City within the time stated, the Successful Bidder shall be subject to an assessment of liquidated damages in the amount of $500.00 for each and every calendar day the work remains incomplete (not to exceed the total amount of the contract), as compensation due to the City for loss of use and for additional costs incurred by the City due to such noncompletion of the work. The City shall have the right to deduct said liquidated damages from any amount due or that may become due to the Successful Bidder under this agreement or to invoice the Successful Bidder for such damages if the costs incurred exceed the amount due to the Successful Bidder. 2.13. INSURANCE REQUIREMENTS INDEMNIFICATION Successful Bidder shall, indemnify, hold / save harmless and defend at its own costs and expense, the City and its Page 29 of 37 Invitation for Bid (IFB) 702382,4 officials, from and against any and all claims, liabilities, losses, and causes of action, which may arise out of Successful Bidder's performance under the provisions of the contract, including all acts or omissions to act on the part of Successful Bidder, including any person performing under this Contract for or on Successful Bidder'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 attributable to the negligence or misconduct of the City, and from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. The Successful Bidder shall furnish to the City of Miami, c/o Procurement Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130; Certificate(s) of Insurance which indicates that insurance coverage has been obtained which meets the requirements outlined below: L Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 General Aggregate Limit $4,000,000 Products/Completed Operations $2,000,000 B. Endorsements Required City of Miami included as an additional insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause IL Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $2,000,000 B. Endorsements Required City of Miami included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability Page 30 of 37 Invitation for Bid (IFB) 702382,4 A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit V. Professional Liability Combined Single Limit Each Claim: $1,000,000 General Aggregate Limit: $1,000,000 Retro Date Included BINDERS ARE UNACCEPTABLE. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the Successful Bidder. 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. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holder. NOTE: CITY BID NUMBER AND/OR TITLE OF BID MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the Successful Bidder of his liability and obligation under this section or under any other section of this Agreement. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. - -If insurance certificates are scheduled to expire during the contractual period, the Successful Bidder 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 certificates are received by the City in the manner prescribed in the IFB. (5) The City may, at its sole discretion, terminate this contract for cause and seek re -procurement damages from the Successful Bidder in conjunction with the General and Special Terms and Conditions of the Bid. The Successful Bidder shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted to the Successful Bidder. 2.14. PROJECT MANAGER Page 31 of 37 Invitation for Bid (IFB) 702382,4 Upon award, Successful Bidder shall report and work directly with Sergeant Mario Dell Amico or designee, THE city's Project Manager. 2.15. ADDITION/DELETION OF SUPPLIERS/SOFTWARE ENHANCEMENTS Although this solicitation identifies specific services, it is hereby agreed and understood that any suppliers/software enhancements may be added to, and any awarded suppliers/software enhancements may be added/deleted from this contract at the option of the City. When an addition to the contract is required, the Successful Bidder(s) under this contract and other suppliers, as deemed necessary, shall be invited to submit price quotes for these new software enhancements. If this quote is comparable with market prices offered for similar services, the supplier(s) and software enhancements shall be added to the contract, if it is in the best interest of the City and an addendum and a separate purchase order or change order shall be issued by the City. 2.16. PRIMARY CLIENT (FIRST PRIORITY) The Successful Bidder(s) agree upon award of this contract that the City of Miami shall be its primary client and shall be serviced first during a schedule conflict arising between this contract and any other contract Successful Bidder(s) may have with any other cities and/or counties to perform similar services as a result of any catastrophic events such as tornadoes, hurricanes, severe storms or any other public emergency impacting various areas during or approximately the same time. 2.17. PROPRIETARY RIGHTS a) The Successful Bidder hereby acknowledges and agrees that the City retains all rights, title and interests in and to all materials, data, documentation and copies thereof furnished by the City to the Successful Bidder hereunder or furnished by the Successful Bidder to the City and/or created by the Successful Bidder for delivery to the City, even if unfinished or in process, as a result of the Services the Successful Bidder performs in connection with this Agreement, including all copyright and other proprietary rights therein, which the Successful Bidder as well as its employees, agents, subcontractors and suppliers may use only in connection with the performance of Services under this Agreement. The Successful Bidder shall not, without the prior written consent of the City, use such documentation on any other project in which the Successful Bidder or its employees, agents, subcontractors or suppliers are or may become engaged. Submission or distribution by the Successful Bidder to meet official regulatory requirements or for other purposes in connection with the performance of Services under this Agreement shall not be construed as publication in derogation of the City's copyrights or other proprietary rights. b) All rights, title and interest in and to certain inventions, ideas, designs and methods, specifications and other documentation related thereto developed by the Successful Bidder and its subcontractors specifically for the City, hereinafter referred to as "Developed Works" shall become the property of the City. c) Accordingly, neither the Successful Bidder nor its employees, agents, subcontractors or suppliers shall have any proprietary interest in such Developed Works. The Developed Works may not be utilized, reproduced or distributed by or on behalf of the Successful Bidder, or any employee, agent, subcontractors or supplier thereof, without the prior written consent of the City, except as required for the Successful Bidder's performance hereunder. Page 32 of 37 Invitation for Bid (IFB) 702382,4 d) Except as otherwise provided in subsections a, b, and c above, or elsewhere herein, the Successful Bidder and its subcontractors and suppliers hereunder shall retain all proprietary rights in and to all Licensed Software provided hereunder, that have not been customized to satisfy the performance criteria set forth in the Scope of Services. Notwithstanding the foregoing, the Successful Bidder hereby grants, and shall require that its subcontractor and suppliers grant, if the City so desires, a perpetual, irrevocable and unrestricted right and license to use, duplicate, disclose and/or permit any other person(s) or entity(ies) to use all such Licensed Software and the associated specifications, technical data and other Documentation for the operations of the City or entities controlling, controlled by, under common control with, or affiliated with the City, or organizations which may hereafter be formed by or become affiliated with the City. Such license specifically includes, but is not limited to, the right of the City to use and/or disclose, in whole or in part, the technical documentation and Licensed Software, including source code provided hereunder, to any person or entity outside the City for such person's or entity's use in furnishing any and/or all of the Deliverables provided hereunder exclusively for the City or entities controlling, controlled by, under common control with, or affiliated with the City, or organizations which may hereafter be formed by or become affiliated with the City. No such License Software, specifications, data, documentation or related information shall be deemed to have been given in confidence and any statement or legend to the contrary shall be void and of no effect. 2.18. TERMINATION A. FOR DEFAULT If the Successful Bidder defaults in its performance under this Contract and does not cure the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City. In such event the Successful Bidder shall be liable for damages including the excess cost of procuring similar services: provided that if, (1) it is determined for any reason that the Successful Bidder was not in default or (2) the Successful Bidder's failure to perform is without his control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when it is in the best interest of the City. If this Contract is for supplies, products, equipment, or software, and so terminated for the convenience by the City the Successful Bidder will be compensated in accordance with an agreed upon adjustment of cost. To the extent that this Contract is for services and so terminated, the City will be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination. 2.19. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General Conditions and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the Bidder's authorized signature affixed to the Bidder's acknowledgment form attests to this. If a Professional Services Agreement (PSA) or other Agreement is provided by the City and is expressly included as part of this solicitation, no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the PSA or Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or Page 33 of 37 Agreement. Invitation for Bid (IFB) 702382,4 Page 34 of 37 Invitation for Bid (IFB) 702382,4 3. Specifications 3.1. SCOPE OF WORK The City of Miami ("City") Department of Procurement ("Procurement") on behalf of the Police Department Towing Division ("Police") is interested in procuring towing software for municipal towing Citywide. Police currently manages towing citywide, and is seeking a web based software solution ("software") that will assist them in performing this task. The software shall also allow members of the public, and towing/immobilization companies to search for vehicles that are towed within the City of Miami. Once operational, Police will manage the software, with continuous data storage provided by the Successful Bidder. The Successful Bidder shall be required to provide all software licenses, integration, installation, training, maintenance, and 24/7 technical support services for the proposed solution. In addition, the software shall be fully operational within ninety (90) days from notice to proceed. Software Requirements: The requested municipal towing software shall, at a minimum, have the following features; 1. Shall be Software as a Service (SaaS) hosted and web enabled. All data generated from this software must be remotely stored; 2. Capability to interface with Oracle and Computer Aided Dispatch (CAD) Systems while supporting at a minimum the following web browsers 1) Internet Explorer, 2) Mozilla, 3) Chrome, and 4) Safari; 3. Web based (turnkey solution), no application should have to be downloaded for software to function; 4. Accessibility on smartphones, tablets, desktop, personal computers, and laptops; 5. Availability to add or delete towing companies/immobilization companies at the City's request; 6. Allow members of the public to search for vehicles at no cost, and without having to sign -in, create an account, or enter a password; 7. Allow towing/immobilization companies access to software at no cost; 8. Provide public access to search for vehicle(s) using any of the following criteria, 1) License Plate, 2) Make of car, 3) Model of car, 4) Color, 5) Tow Date(s), 6) Vehicle Identification Number (VIN), and 7) General Location of Vehicle (Police will determine which searchable fields shall be included); 9. Accessibility to view the following data after vehicle(s) have been located using the software: 1) Directions and contact information to facility where vehicle (s) is being stored, 2) Total cost to release vehicle, 3) Price validity period, 4) Last six (6) digits of the VIN, 5) Make of car, 6) Model of car, and 7) Color of car; Page 35 of 37 Invitation for Bid (IFB) 702382,4 10. Ability for Police to add internal notes to records, edit, or modify data in previously entered records, while having a mechanism to manage security through clearly defined roles; 11. Allow Police to set permissions, grant administrative rights, or other controls for internal use as well as, external use by towing companies/public; 12. Provide ability to import driver license information and license tag information from Florida Crime Information Center (FCIC), National Crime Information Center (NCIC), Driver and Vehicle Information Database (DAVID), and Electronic License and Vehicle Information System (ELVIS) to avoid having to enter information manually that is in one of these databases; 13. Have a mechanism that prompts tow truck driver to take a picture of all four (4) sides of a vehicle before it can be transported, in addition to entering all required data fields as mandated by Police; 14. Ability to restrict towing companies/drivers from entering, modifying set prices, or certain data; 15. Provide companies/drivers access to enter data on the Private Property Tow Form (Attachment B). Once submitted, no information may be changed, unless request is submitted to Police for update; 16. Provide for a mechanism to transfer all data generated from this software back to the City in the file type(s) of City's choosing, at no additional cost, if so requested by the City; 17. Additional requirements may be added as deemed necessary to complete the project. Successful Bidder Responsibilities: 1. Configure software to the specifications as requested by Police. This will entail configuring required fields for population, and search criteria for Police Directed Tows (Attachment A), and b) for Private Property Tows (Attachment B); 2. Provide functionality updates/upgrades as well as yearly vehicle database updates. 3. Provide each towing/immobilization company with a two (2) digit Identification Number (ID) and each driver a four (4) digit ID; 4. Provide Private Property towing companies/drivers with a unique auto generated number that meets the following criteria, 1) first two numbers will indicate the calendar year (e.g., 17, 18, 19); 2) second set of numbers will be the two (2) digit Identification Number assigned to the towing company, and 3) the last five or six digits will be an auto generated number; Page 36 of 37 Invitation for Bid (IFB) 702382,4 5. Provide initial onsite training for Police, and towing companies; 6. Store all data generated from this software in a secure platform of their choosing, must be mirrored in at least one remote location; Note: Bidders shall provide pricing in the Line area of the Invitation for Bid. These prices shall cover the cost for the required software, and services, as no additional costs will be allowed. Page 37 of 37 R-17-0614 A RESOLUTION OF THE MIAMI CITY COMMISSION ACCEPTING TH... Page 1 of 2 Miami FL Resolution R-17-0614 A RESOLUTION OF THE MIAMI CITY COMMISSION ACCEPTING THE BID RECEIVED OCTOBER 3, 2017 PURSUANT TO INVITATION FOR BID ("IFB") NO. 702382 FROM TEGSCO, LLC, THE LOWEST RESPONSIVE AND RESPONSIBLE BIDDER, TO PROVIDE THE MIAMI POLICE DEPARTMENT ("MPD") WITH MUNICIPAL TOWING SOFTWARE, FOR AN INITIAL CONTRACT PERIOD OF FIVE (5) YEARS, WITH THE OPTION TO RENEW FOR ONE (1) ADDITIONAL FIVE (5) YEAR PERIOD; ALLOCATING FUNDS FROM VARIOUS SOURCES OF FUNDS FROM THE MPD AND OTHER AGENCIES, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, EXTENSIONS, AND MODIFICATIONS TO THE CONTRACT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AS MAY BE NECESSARY FOR SAID PURPOSE. Information Department: Category: Attachments Department of Police Sponsors: Other Agenda Summary and Legislation 3275 Memo - Manager's Approval 3275 Bid Tabulation 3275 Corporate Detail 3275 Bid Response 3275 Invitation For Bid Financial Impact $29,000 annually ($290,000.00 estimated for 10 Years), $50,000 are available for the Police Towing Software in Capital Project #40-B173212 Body/Legislation WHEREAS, the Miami Police Department ("MPD") has a need for the procurement of towing software for municipal towing; and WHEREAS, the Procurement Department ("Procurement") issued Invitation for Bid ("IFB") No. 702328 to establish a contract for Municipal Towing Software for the MPD; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: http://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=3275&highlightTerms=3275... 12/ 18/2017 R-17-0614 A RESOLUTION OF THE MIAMI CITY COMMISSION ACCEPTING TI-I... Page 2 of 2 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 bid received October 3, 2017, pursuant to IFB No. 702382 from Tegsco, LLC, the lowest responsive and responsible bidder, to provide the MPD with municipal towing software, for an initial contract period of five (5) years, with the option to renew for one (1) additional five (5) year period, is accepted. Section 3. Funds to be allocated from the various sources of funds from the MPD and other agencies, subject to the availability of funds and budgetary approval, at the time of need. Section 4. The City Manager is authorized[1] to negotiate and execute all other documents, including any amendments, renewals, extensions, and modifications to the contract, in compliance with applicable regulations, and in a form acceptable to the City Attorney, as may be necessary for said purpose. Section 5. This resolution shall become effective immediately upon its adoption and signature of the Mayor.[2] [1] The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, 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. Select Language Powered by Go=g`n Translate httpJlmiarnit7.igm2.com!Citizens/Detail_LegiFile.aspx?ID-3275&highlightTerms-3275... 12/18/2017 DIVISION OF CORPORATIONS L!!d qr f.1,itii Liar ' Uf Elari 1 w?bis/k Department of State / Division of Corporations / Search Records / Search by FEI/EIN Number / Detail by FEI/EIN Number Foreign Limited Liability Company CFKAA HOLDINGS, LLC Filing Information Document Number M22000010162 FEI/EIN Number 87-1960715 Date Filed 06/15/2022 State DE Status ACTIVE Last Event LC AMENDMENT AND NAME CHANGE Event Date Filed 02/20/2024 Event Effective Date NONE Principal Address 9440 W Sahara Avenue Suite 215 Las Vegas, NV 89117 Changed: 04/17/2024 Mailing Address 9440 W Sahara Avenue Suite 215 Las Vegas, NV 89117 Changed: 04/17/2024 Registered Agent Name & Address CORPORATION SERVICE COMPAY 1201 HAYS STREET TALLAHASSEE, FL 32301 Name Changed: 08/31/2022 Address Changed: 08/31/2022 Authorized Person(s) Detail Name & Address Title CFO, Manager Krouse, Raymond 450 7TH STREET SAN FRANCISCO, CA 94103 Title Member AutoReturn Intermediate Holdings II, LLC 9440 W Sahara Avenue Suite 215 Las Vegas, NV 89117 Annual Reports Report Year Filed Date 2023 03/14/2023 2024 04/17/2024 Document Images 04/17/2024 --ANNUAL REPORT View image in PDF format 02/20/2024 -- LC Amendment and Name Change View image in PDF format 03/14/2023 --ANNUAL REPORT View image in PDF format 08/31/2022 -- Reg. Agent Change View image in PDF format 06/15/2022 -- Foreign Limited View image in PDF format Florida Department of State, Division of Corporations A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 11 /02/2023 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 Hays Companies, Inc., a Brown & Brown Company 80 South 8th Street Suite 700 Minneapolis MN 55402 CONTACT Ceil Provo NAME: PHONE(612), Ext): (612) 333-3323 FAX No): E-MAIL ceil. rovo bbrown.com ADDRESS: p INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Sentinel Insurance Company, Ltd. 11000 INSURED CFKAA Holdings, LLC 280 Summer Street, First Floor Boston MA 02210 INSURER B : Hartford Insurance Company 19682 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 23-24 Liability 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 IANSD DDL UBR SWVD POLICY NUMBER POLICY EFF (MM/DD/YYYY)(MM/DDIYYYY) POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY Y 41SBAAE7164 /1_ </18,1\1/2023 08/11/2024 EACH OCCURRENCE $ 1 ,000,(<09 000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 1 000 000 $ MED EXP (Any one person) $ 10,000 PERSONAL&ADV INJURY 1,000,000 $GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO JECTIX PER: LOC GENERAL AGGREGATE $ 2'000'000 PRODUCTS - COMP/OP AGG $ 2'000'000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED �/ /� SCHEDULED AUTOS NON -OWNED AUTOS ONLY `� � ` (�� 41SBAAE716� \� wv Vl Ow ( ,YY_ e O 08/11/2023 08/11/2024 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ 5,000,000 A X UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE QBAAE7164 08/11/2023 08/11/2024 EACH OCCURRENCE $ AGGREGATE $ 5,000,000 DED X RETENTION $ 10,000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A 41 WECAM4YK2 08/11/2023 08/11/2024 X PER STATUTE OTN ER E.L. EACH ACCIDENT 1 $ ,, E.L. DISEASE - EA EMPLOYEE $ 1 ,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ A Business Personal Property Business Income w/ Extra Expense 41SBAAE7164 08/11/2023 08/11/2024 Blanket Limit BI Limit $250,000 12 month ALS DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: IFBNumber: 702382, Municipal Towing Software for the Police Department - Per Written Contract/Agreement with the Named Insured. City of Miami is named as Additional Insured as respects to General Liability per form SS 00 08 04 05 where required by written contract or agreement, subject to policy terms and conditions. General Liability Primary & Non -Contributory Wording applies. Form CIR Attached. CERTIFICATE HOLDER CANCELLATION I City of Miami 444 S.W. 2nd Ave 6th Floor Miami FL 33130✓ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD / A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/23/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brown & Brown Insurance Services, Inc. 901 Marquette Ave Suite 1800 Minneapolis MN 55402 CONTACT Seth Brandt NAME: /c,PHONE o, Ext): (612) 373-9895 FAX No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER : Lloyd's of London 15792 INSURED CFKAA Holdings, LLC 440 N. Barranca Ave #6769 Covina CA 91723 INSURER B INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CL2442337397 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 IANSD DDL UBR SWVD POLICY NUMBER POLICY EFF (MM/DD/YY' `(j' POLICY EXP D/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY _ liki O EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE - _ LIABILITY_4(;) ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY b, �, C)(1/ COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $$ $ - UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE `A�� C O 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 $ A Cyber Risk MPL4926801.23 09/01/2023 09/01/2024 Aggregate Limit Per Claim Limit Retroactive Date $3,000,000 $3,000,000 10/20/2015 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Misc. Professional E&O - $3,000,000Aggregate Limit - $1,000,000 Per Claim Limit - 09/01/2023 - 09/01/2024 - Retroactive Date: 09/01/2021 CERTIFICATE HOLDER CANCELLATION I City of Miami 444 S.W. 2nd Ave 6th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE /) /1�-- ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD From: Gomez Jr., Francisco (Frank) To: Jessica Lay. Carbonell, Aileen Cc: Gandarilla, Aimee. ceil.orovoObbrown.com Subject: RE: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI Date: Monday, May 6, 2024 11:03:42 AM Attachments: imaoe001.onq imaoe002.onq imaoe003.onq imaoe004.onq imaoe005.onq imaoe006.onq imaoe007.onq imaoe008.onq imaoe009.onq imaoe010.onq imaoe011.onq imaoe012.onq imaoe013.onq imaoe014.onq Good morning, The COI is approved. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-176o Fax fgomez@miamigov.com From: Jessica Lay <jlay@autura.com> Sent: Monday, May 6, 2024 10:30 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Carbonell, Aileen <ACarbonell@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>; ceil.provo@bbrown.com Subject: Re: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI "Serving, Enhancing, and Transforming our Community" Q Q CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Frank, Please see attached. Let me know if there is anything else you need from us. Best, Jess autura Jess Lay Client Success & Engagement Manager 1508.680.6555 jlay@autura.com Follow us on Linkedln Visit us at autura.com From: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Sent: Friday, May 3, 2024 12:40 PM To: Jessica Lay <jlay@autura.com>• Carbonell, Aileen <ACarbonell@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>• ceil.provo@bbrown.com <ceil.provo@bbrown.com> Subject: RE: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI [EXTERNAL EMAIL] Good afternoon, The Cyber COI must include retroactive date. Also, please provide the professional/E&O as well for our file. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-176o Fax fgomez@miamigoy.com 4,1/ torm,Ae (se I " i4°‘' O 991/ �o O Q$ "Serving, Enhancing, and Transforming our Community" O P From: Jessica Lay <jlay@autura.com> Sent: Friday, May 3, 2024 12:37 PM To: Carbonell, Aileen <ACarbonell@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>• ceil.provo@bbrown.com• Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: Re: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Aileen, Please see the attached Cyber form updated with our name and address. Best, Jess I aucura Jess Lay Client Success & Engagement Manager 1508.680.6555 jlay autura.com Follow us on Linkedln Visit us at autura.com From: Carbonell, Aileen <ACarbonell(a miamigov.com> Sent: Wednesday, May 1, 2024 10:59 AM To: Jessica Lay <jlayiOlautu ra.com> Cc: Gandarilla, Aimee <AGandarillaiOlmiamigov.com>• ceil.orovoiOlbbrown.com <ceil.orovoiOlbbrown.com>- Gomez Jr, Francisco (Frank) <FGomez01mlamigov.com> Subject: RE: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI [EXTERNAL EMAIL] Thank you Jessica. The contract is routing for signature as we speak but Risk Management needs the name to be the same on all policies. Again, apologies for any inconvenience this may have caused. As soon as you send it over, we will review and continue routing the contract for signature. Should you have any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell,o MPA Department of Procurement 444 SW 2nd Avenue, 6FL 16-1922 �� Office: (305)05)0-5070 eFax: (305) 400-5070 Email: acarbonell(5 iniami.gov Website: https://www.miami.gov/Government/Departments-Organizatio /P c rement Vendor Registration: https://www.miami.gov/Business-Licenses/Doiryp)<B . ss-w.,ri-the-City/Register-as-a-City-Supplier-Vendor "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's and construction management services at the best valu transparency, fairness, competition, accountability, an `r Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION (r rocure quality goods and services, design, construction providing excellent customer service, process efficiency, tfust. The information contained in this transmission may conta le2j►d and information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any rev; r seminafion . ion, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-m-7,.a s. de(troy all copies o e original message. Thank you. *Please Note: Due to Florida's very broad public records law, mowritten communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail com unication may be subject to public disclosure. From: Jessica Lay <jlay101autura.com> Sent: Wednesday, May 1, 2024 10:55 AM To: Carbonell, Aileen <ACarbonelllhlmiamigov.com> Cc: Gandarilla, Aimee <AGandarillalhlmiamigov.com>- ceil.orovoGlbbrown.com- Gomez Jr, Francisco (Frank) <FGomezlhlmiamigov.com> Subject: Re: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Aileen, Thank you. I will notify the company for the change. Best, Jess autura Jess Lay Client Success & Engagement Manager 1508.680.6555 jlay(8 autura.com Follow us on Linkedln Visit us at autura.com From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Wednesday, May 1, 2024 10:48 AM To: Jessica Lay <jlay@autura.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>• ceil.provo@bbrown.com <ceil.provo@bbrown.com>• Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>• Gandarilla, Aimee <AGandarilla@miamigov.com> Subject: RE: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI [EXTERNAL EMAIL] Good morning Jessica - We are reviewing the contract for signature at this time and noticed that the named insured on Cyber form is not the same as the regular insurance (CFKAA Holdings LLC). All the names should be the same across the board. Can you have the insurance company fix the name to CFKAA Holdings LLC? The policy limits and everything else is good to go. 1. Named Insured: AutoReturn Holdings, Inc. Address: 9440 W Sahara Ave Ste 215 Las Vegas, NV 89117-882 ( O Should you have any questions or concerns, please do not hesitate cont me at information listed below. Kind regards, Aileen Carbonell, MPA Department of Procurement 444 SW 2nd Avenue, 6FL Office: (305) 416-1922 eFax: (305) 400-5070 Email: acarbonell@miami.gov k45) 9° 0 0� o`' Website: https://www.miami.go .vernment/Departments-Organizations/Procurement Vendor Registration: https:// .miami.gov/Business-Licenses/Doing-Business-with-the-City/Register-as-a-City-Supplier- Vendor "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. `r Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: Jessica Lay <jlay@autura.com> Sent: Tuesday, April 30, 2024 3:35 PM To: Carbonell, Aileen <ACarbonell@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>• ceil.provo@bbrown.com• Gomez Jr., Francisco (Frank) <FGomez(lmiamigov.com> Subject: Re: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. Kind regards, adequate. Hi Aileen, Thank you very much. Have a great day, Jess autura Jess Lay Client Success & Engagement Manager 1508.680.6555 jlay(81autura.com Follow us on Linkedln Visit us at autura.com From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Tuesday, April 30, 2024 3:33 PM To: Jessica Lay <jlay@autura.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>• ceil.provo@bbrown.com <c <FGomez@miamigov.com> Subject: RE: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC [EXTERNAL EMAIL] Jessica, brown.com>• Gomez Jr., Francisco (Frank) I confirmed via phone call 5 minutes ago with Gomezq, Risk Management that your insurance certificate is Should you have any questions or concerns, pleas, iot hesitate to contact me at information listed below. Q <Z IC) Aileen Carbonell, MPA Department of Procurement 444 SW 2nd Avenue, 6FL Office: (305) 416-1922 eFax: (305) 400-5070 Email: acarbonell@miami.gov Website: https://www.miami.gov/Government/Departments-Organizations/Procurement Vendor Registration: https://www.miami.gov/Business-Licenses/Doing-Business-with-the-City/Register-as-a-City-Supplier- Vendor "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, faimess, competition, accountability, and maintaining public trust. Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: Jessica Lay <jlayPautura.com> Sent: Tuesday, April 30, 2024 3:23 PM To: Carbonell, Aileen <ACarbonell@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>• ceil.provo@bbrown.com• Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: Re: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Aileen, To confirm, is there anything else you need from us, or are we all set then? Thank you, Jess autura Jess Lay Client Success & Engagement Manager 508.680.6555 jlay(6 autura.com Follow us on Linkedln Visit us at autura.com From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Tuesday, April 30, 2024 3:19 PM To: Jessica Lay <jlay@autura.com> rlCc: Gandarilla, Aimee <AGandarilla(wmiamigov.ca�>; c�il.orovoQ oVcom <ceil.provo@bbrown.com>• Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> v Subject: RE: CITY OF MIAMI INSURANCE RE T R CFKAA H ING LLC COI [EXTERNAL EMAIL] Jessica, I spoke with Risk and 1Tey said the new form completed the insurance requirements. Good to go until August 2024. Should you have any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell, MPA Department of Procurement 444 SW 2nd Avenue, 6FL Office: (305) 416-1922 eFax: (305) 400-5070 Email: acarbonell@miami.gov Website: https://www.miami.gov/Government/Departments-Organizations/Procurement Vendor Registration: https://www.miami.gov/Business-Licenses/Doing-Business-with-the-City/Register-as-a-City- Supplier-Vendor "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: Carbonell, Aileen Sent: Tuesday, April 30, 2024 3:13 PM To: Jessica Lay <jlay@autura.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>• ceil.provo@bbrown.com Subject: RE: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI Importance: High Jessica, The person that you would need to speak to is Frank Gomez. His contact information is below and he is aware of the revised insurance requirements. I have attached them on here so it could be readily available case. Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-176o Fax fgomez(d miamigov.com 0 Should you have any questions or concerns, I e do not hesitate to contact me at information listed below. vv Kind regards, Aileen Carbonell, MPA J Department of Procuremet0 444 SW 2nd Avenue Office: (305) 416-`` eFax: (305) 400-! Email: acarb� .�i ami. ov O (<45)(` OHO Website: www.miami.gov/Government/Departments-Organizations/Procurement Vendor Re stration: https://www.miami.gov/Business-Licenses/Doing-Business-with-the-City/Register-as-a- City-Supplier-Vendor "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. 'Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request Therefore, this e-mail communication may be subject to public disclosure. From: Jessica Lay <jlay@autura.com> Sent: Tuesday, April 30, 2024 2:52 PM To: Carbonell, Aileen <ACarbonell@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>; ceil.provo@bbrown.com Subject: Re: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Aileen, Can you please confirm what company name and address you need to see on the COI? Also, may I get on a quick call with the Risk Management team to go over what is needed? Who should I email to schedule a call ? That may be best for clarifications. Thank you. Jess autura Jess Lay Client Success & Engagement Manager 1508.680.6555 jlay(&autura.com Follow us on Linkedln Visit us at autura.com From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Tuesday, April 30, 2024 12:39 PM To: Jessica Lay <jlay@autura.com> \ Cc: Gandarilla, Aimee <AGandarilla@miamigov.com> !6 bbrown.com <ceil.provo@bbrown.com> Subject: RE: CITY OF MIAMI INSURANCE REQUEST/F F HQLDING LLC COI ti [EXTERNAL EMAIL] Jessica, (<5) 099/ Please have the ins - pa re4e he revised insurance requirements from the meeting we had today with Risk Manage Once al h icies are accounted for (including valid dates, policy limits and endorsements) _ the certil{Eal� d we can have Risk Management review it once again for final approval. My apologies forn nvenience may have cause. Should you4iave any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell, MPA Department of Procurement 444 SW 2nd Avenue, 6FL Office: (305) 416-1922 eFax: (305) 400-5070 Email: acarbonell@miami.gov Website: https://www.miami.gov/Government/Departments-Organizations/Procurement Vendor Registration: https://www.miami.gov/Business-Licenses/Doing-Business-with-the-City/Register-as-a- City-Supplier-Vendor "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. `r Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: Jessica Lay <jlay@autura.com> Sent: Wednesday, April 24, 2024 9:38 AM To: Carbonell, Aileen <ACarbonell@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>• ceil.provo@bbrown.com Subject: Re: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI CAUTION: This is an email from an external source. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Aileen, Thank you for your message and update. Attached is the Cyber Policy requested, and it appears the COI I sent was approved. Miami had approved our name change of CFKAA Holdings as well. Do you have time tomorrow or Friday for a quick phone call so I can understand exactly what the additional documentations are that you need? Thank you in advance. Jess jlay lautura.comQ� mV ` Visit us a Follow us on tlr�l�ra.com q O *°/ ((CI autura Jess Lay (<45)° Q'cl/‘)' Client Success & Engagem�ht IVlrnager 1czp 6555 EngagemOnager ' From: Carbte, Aileen <ACarbonell@miamigov.com> Sent: Tuesday, April 23, 2024 9:28 AM To: Jessica Lay <jlay@autura.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com>; ceil.provo@bbrown.com <ceil.orovo@bbrown.com> Subject: RE: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI [EXTERNAL EMAIL] Good morning Jessica, Upon further review of the Merger Agreement by our Risk Management Office, their office is requesting the following additional information to be included in the attached certificate before the agreement and policy could be approved: • Certificate of insurance must reflect coverage for D&O as required by the Merger Agreement • Error's & Omissions and Cyber with limits of $1 m per claim and policy aggregate • Include retroactive date. Section 6.12 1111 Coverage. Following the Closing and continuing for a period of six (6) years thereafter, the Purchaser will not amend, repeal or otherwise modify the indemnification provisions of the Fundamental Documents of the Target Companies as in effect as of the Closing in any manner that would affect adversely the rights thereunder of individuals who, immediately prior to the Closing, were directors, managers or officers of any of the Target Companies (the "D&O Indemnitees"), unless such amendment, repeal or modification is required by applicable Law. Following the Closing and continuing for a period of six (6) years thereafter, the Seller will maintain, at its sole cost and expense, the D&O insurance of the Target Companies as in effect at the time of the Closing (the "D&O Coverage") at the Sellers' sole cost and expense. The provisions of this Section 6.12 will operate for the benefit of, and will be enforceable by, each of the D&O Indemnitees, their heirs and their representatives. Should you have any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell, MPA Department of Procurement 444 SW 2nd Avenue, 6FL Office: (305) 416-1922 eFax: (305) 400-5070 Email: acarbonell@miami.gov Website: https://www.miami.gov/Government/De e�J� Organizations/Procurement Vendor Registration: https://www.miami.gov/Blasii icenses/Doing-Business-with-the- City/Register-as-a-City-Supplier-Vendor "Serving, Enhancing, and Transforming oyAEgly{yA`ty" Mission: The City of Miami Depa ' w Proc and services, design, construction d con City, while providing exc custo competition, accountabilit a inta. I n fore pr'igt a ` Please consider the enan�e r j 1 it CONFIDENTIAL COMM The information contai person(s) named duplication of t reply e-mail "Please Duel bus/ pub/I ment's mission is to ethically procure quality goods management services at the best value for the ice, process efficiency, transparency, fairness, is trust. ay contain privileged and confidential information. It is intended only for the use of the ded recipient, you are hereby notified that any review, dissemination, distribution, or ly prohibited. If you are not the intended recipient, please immediately contact the sender by original message. Thank you. a's very broad public records law, most written communications to or from City of Miami employees regarding City public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to isclosure. From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Thursday, April 18, 2024 8:45 AM To: Jessica Lay <jlay@autura.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com> Subject: RE: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI Good morning, Thank you for the insurance. The approval is valid until August 2024 when the policies expire once again. Should you have any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell, MPA Department of Procurement 444 SW 2nd Avenue, 6FL Office: (305) 416-1922 eFax: (305) 400-5070 Email: acarbonell@miami.gov Website: https://www.miami.gov/Government/Departments-Organizations/Procurement Vendor Registration: https://www.miami.gov/Business-Licenses/Doing-Business-with-the-City/Register-as-a- City-Supplier-Vendor "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. `r Please consider the environment before printing this e-mail CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. "Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: Jessica Lay <jlay@autura.com> Sent: Wednesday, April 17, 2024 5:31 PM To: Carbonell, Aileen <ACarbonell@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com> Subject: Re: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HO 41°C°°01 CAUTION: This is an email from an external source. Do not click links or open att unless you recognize the sender and know the content is safe. Good afternoon, �(`�/ Please see the attached COI from Autur Let me know if you have any que tid O Best, Jess �OV� �, V / � O� auto Jess Lay Client Success & Engagement Manager 1508.680.6555 jlay lautura.com Follow us on Linkedln Visit us at autura.com From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Tuesday, April 16, 2024 3:08 PM To: Jessica Lay <jlay@autura.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com> Subject: CITY OF MIAMI INSURANCE REQUEST FOR CFKAA HOLDING LLC COI [EXTERNAL EMAIL] Good afternoon, Please be advised that as required per contract, a valid copy of your company Liability, Workers Compensation, and Auto insurance must be on file and approved by our Risk Management Department. In order to have the insurance approved by Risk Management, they are requesting the Description of Operations to read as follows along with updated dates of expiration: "City of Miami as additional insured with respect to General Liability and Auto Liability. Primary and non-contributory language included for General Liability and Auto." (see attachment). Reminder: City of Miami must be listed as the Certificate Holder. Once the updated insurance is submitted, it will be sent for approval. A copy of a previously approved COI has been attached with the portion requested highlighted for reference. Should you have any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell, MPA Department of Procurement 444 SW 2od Avenue, Floor Miami, Florida 33130 Office: (305) 445-1922 Facsimile: (305) 416-1925 Email: acarbonell@miami.gov Website: https://www.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and named above_ If you are not the intended recipient, you are hereby no i ie communication is strictly prohibited. If you are not the intended reci ie copies of the original message. Thank you. 'Please Note: Due to Florida's very broad public records law, most writt n public records, available to the public and media upon q information. It is intended only for the use of the person(s) y review, dissemination, distribution, or duplication of this immediately contact the sender by reply e-mail and destroy all nications to or from City of Miami employees regarding City business are erefore,his e-mail communication may be subject to public disclosure. Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, May 14, 2024 4:27 PM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Mickens, Tania Subject: Acceptance of Assignment CFKAA Holdings, LLC (Matter 22-3176) Attachments: Acceptance of Assignment CFKAA Holdings, LLC (Matter 22-3176).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, 'Mime qatulwritea Procurement Assistant City of Miami Procurement Department 444 SW 2' Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i