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HomeMy WebLinkAbout23911AGREEMENT INFORMATION AGREEMENT NUMBER 23911 NAME/TYPE OF AGREEMENT RUBICON GLOBAL LLC DESCRIPTION MEMORANDUM OF UNDERSTANDING/MONITORING WASTE MANAGEMENT SERVICES/MATTER ID: 22-606 EFFECTIVE DATE May 24, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/24/2022 DATE RECEIVED FROM ISSUING DEPT. 5/24/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: C00E6904-A636-43CA-9CDF-3134B854B5E2 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: RUBICON GLOBAL, LLC Department of Procurement 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) MOU YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): MEMORANDUM OF UNDERSTANDING 21-22-015 W/ RUBICON GLOBAL COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: NOTES. ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR22153 May 2, 2022 I Annie Perez, CPPO 15:38:35 EDT OCo3ign•tl'b SIGNATURE: �'AAu ?.ti. ., RISK MANAGEMENT May 3, 2022 I " ttl„tAta°° Ann -Marie Sharpe 07: 21: 43 EDT D°=�3�g"etlby: SIGNATURE: fi' li,/,6 CITY ATTORNEY Matter 22-606 May 19, 2022 I ,— U�tQr3ae EDT SIGNATURE: Cvgnetlby ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 19, 2022 I Fernando Casamayor..,_. 18 :13 : 06 EDT —by SIGNATURE: �2145D22PC5ff ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS I4155_. Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER May 23, 2022 I Arthur Noriega V 18:26:30 EDT D°cuSignetl by: SIGNATURE: C 41,; ,, CITY CLERK May 24, 2022 1 85OCFSC3]2DD62A.. Todd Hannon 13:43:23 EDT SIGNATURE: '—D°°"Si°"°"y PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: C00E6904-A636-43CA-9CDF-3134B854B5E2 • roar 0 R ` City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney 5/2/2022 Date: Richard McLaren From: Procurement Contact Person Requesting Client Sr. Procurement Contracting Officer Title (305) 416-1958 Telephone Legal Service Requested: Matter 22-606 MEMORANDUM OF UNDERSTANDING 21-22-015 W/ RUBICON GLOBAL LLC Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: FlIssue opinion in writing. 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: Type: Matrix: Category: Copy returned to Requesting Client Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID: C00E6904-A636-43CA-9CDF-3134B854B5E2 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is made and entered into as of 24t121ay of May 2022 by and between RUBICON GLOBAL, LLC, having a principal place of business at 100 W Main Street, Suite 610, Lexington, KY 40507 ("Rubicon") and the CITY OF MIAMI having a principal place of business at 3500 Pan American Drive, Miami, Florida 33133 (the "City") (Rubicon and the City are hereinafter referred to as the "Parties"). SECTION 1 - BACKGROUND 1.01 Rubicon has developed a technology -enabled suite of systems and methods for monitoring waste management services provided by waste hauler vehicles in real-time, enabling users to effectively measure and manage the impact and efficiency of waste removal services. 1.02. The City's Department of Solid Waste ("Solid Waste") includes a fleet of approximately 250 waste and recycling vehicles ("Solid Waste Vehicles") that service the approximately 11,000 households within the City limits. 1.03 The Parties are interested in conducting a joint 3-month waste data Free Trial (the "Free Trial"), allowing the City to test Rubicon's technology -enabled suite of products to improve the impact and efficiency of its residential waste and recycling systems. SECTION 2 - PURPOSE OF THE MOU 2.01 The purpose of this MOU is to: (a) provide the basis for the Parties' relationship under the Free Trial; and (b) describe at a high level the key principles and terms which will apply to the Free Trial. SECTION 3 - FREE TRIAL 3.01 Free Trial: Rubicon and the City agree to participate in the Free Trial to help the City demonstrate the power of Rubicon's technology for improving residential waste and recycling systems in cities like Miami. Rubicon agrees to donate hardware and software, training, and support as described below. 3.02 Free Trial Hardware: For use in 10 of the City's approximately 250 Solid Waste Vehicles, Rubicon will donate the following hardware devices: (1) a smartphone or tablet with the service plan, (2) a phone case, (3) a vehicle mount, and (4) a vehicle charger and cable. Rubicon will also donate charging stations for charging the smartphones while not in use in a Solid Waste Vehicle. 3.03 Free Trial Software and Services: Rubicon will donate to the City access to its proprietary app-based software on the donated smartphones to monitor and collect data regarding the activity of the Solid Waste Vehicles. Rubicon will also donate to the City access to a customized web portal providing access to real- time and historical information as derived from data collected by the donated smartphones using Rubicon' s proprietary technology and information ("Portal Information"). Additionally, Rubicon will donate to the City training and support services for its proprietary and customized software. 3.04 Duration: Rubicon will donate the Free Trial hardware, software, and services described in sections 3.01 - 3.03, from the date such technology -enabled suite of systems is substantially implemented in the Solid Waste Vehicles and notice of completion of such implementation is provided from Rubicon to the City until the third month anniversary of such date (the "Termination Date"). Within two (2) weeks of the Termination Date, the City agrees to return all donated hardware and software to Rubicon. The City's access to Rubicon's customized web portal shall be discontinued six (6) months after the Termination Date. Notwithstanding the foregoing, any terms of this MOU, which by their explicit language or their nature, including, without limitation, the provisions of Section 3.07 and Section 3.09, shall survive Termination of this MOU. Notwithstanding the foregoing, in the event the City continues to access, use or otherwise utilize any of the Free Trial Hardware_ the Free Trial Software and Services after the Termination of this MOTT. Citv's nse DocuSign Envelope ID: C00E6904-A636-43CA-9CDF-3134B854B5E2 thereof shall at all times be subject to the provisions of this MOU, including, without limitation, Sections 3.05 through 3.09, below. 3.05 Liability: Rubicon assumes liability for breakage, theft, or loss of the donated Free Trial Hardware. Rubicon also agrees to provide reasonable maintenance for the Free Trial Hardware for the duration of the Free Trial, and the City agrees to provide Rubicon reasonable access to the Solid Waste Vehicles to provide such maintenance. The Parties will agree on an appropriate mechanism for the Parties to inform one another of any maintenance issues with the Free Trial Hardware and for Rubicon to have access to the Free Trial Hardware to provide such maintenance. 3.06 Value: It is estimated that the total value of hardware, software and services donated to the City during the Free Trial is up to Fifteen Thousand Five Hundred Thirty Dollars ($15,530.00). 3.07 Intellectual Property: (a) Rubicon will retain ownership of all of its intellectual property including all intellectual property embodied in or used by the Free Trial Hardware and Software and any other intellectual property necessary to conduct the Free Trial. Rubicon grants the City a non-exclusive license under such intellectual property solely for the conduct of the Free Trial for the duration of the Free Trial. Such non-exclusive license will terminate upon completion of the Free Trial. (b) Any intellectual property, including, but not limited to, any inventions, patents, copyrights, trade secrets, or know-how, made or acquired as a result of the Free Trial whether solely by either of the Parties, or jointly by the Parties ("Project Intellectual Property") will be owned by Rubicon. The City hereby assigns all right, title, and interest in any such Project Intellectual Property to Rubicon. (c) Rubicon will retain ownership of any and all data in its possession prior to commencement of the Free Trial, or that Rubicon otherwise generates or collects after commencement of the Free Trial, but that is unrelated to the Free Trial ("Rubicon's Pre -Existing Data"). The City will not be given access or any license to Rubicon's Pre -Existing Data. (d) The City will retain ownership of data in its possession prior to commencement of the Free Trial that it provides to Rubicon in conjunction with the Free Trial, including, but not limited to, addresses, routes, vehicle and operator identification, and/or waste services data gathered or prepared by the City ("City's Pre -Existing Data"). The City hereby grants Rubicon a non-exclusive, royalty -free, irrevocable, perpetual license to use the City's Pre -Existing Data for any purpose worldwide including, but not limited to, internal study and analysis of the data, commercial use of the data, incorporation of the data with other data of Rubicon, sale of the data to third parties alone or with other data, and development of products or technology based on the data. (e) Rubicon will own and retain the data generated and collected under the Free Trial ("Project Data"). Rubicon hereby grants the City a non-exclusive, royalty -free, irrevocable, perpetual license to use the Project Data for any purpose that is otherwise not prohibited by this MOU. 3.08 Additional Responsibilities of the City of Miami: (a) The City will make the operators of the City's Waste Disposal Vehicles, managers, supervisors, and dispatchers of the City's Department of Solid Waste (Solid Waste) and fleet of Solid Waste Vehicles, and any other City employees who will participate in the Free Trial available for the purpose of training on Free Trial Hardware and Free Trial Software set forth in Sections 3.02 and 3.03. The Parties will agree on an appropriate time and location for such training. (b) The City will provide Rubicon with the City's Pre -Existing Data concerning: DocuSign Envelope ID: C00E6904-A636-43CA-9CDF-3134B854B5E2 (i) the costs associated with providing waste collection and disposal services, including all data collected by the City representing the City's costs to provide curbside collection services in the City's limits for each of the past twelve (12) months, including labor costs for Solid Waste Vehicle operators, managers, supervisors and helpers/slingers, as well as maintenance and fuel costs associated with Solid Waste Vehicles; and (ii) the amount of waste and recyclable materials it collected through curbside collection services in the City within the past twelve (12) months, including the date and net weight of each load of waste and recyclable materials collected by a City Solid Waste Vehicle. 3.09 Confidentiality: All Project Data generated and collected under the Free Trial, and Rubicon's Pre - Existing Data will be considered proprietary and confidential. Subject to the public records requirements of Chapter 119 of the Florida Statutes, the City agrees not to publish or otherwise make publicly available any Portal Information without the written permission of Rubicon. SECTION 4 - FUTURE EXPECTATIONSI FREE TRIAL EXTENSION TERM 4.01 The Parties understand and agree that this MOU, including the Free Trial described herein, Rubicon's donation of goods and services during the Free Trial, and the Parties' respective interests in the various forms of Intellectual Property contemplated, does not expressly or by implication obligate the City to purchase any goods or services from Rubicon or guarantee that the City will purchase any goods or services from Rubicon. 4.02 Free Trial Extension Term (a) By written confirmation from both Parties, which confirmations may be via e-mail or other electronic format, or consenting to a "click through" agreement and acknowledgement, the Parties may mutually agree, each in their sole discretion, to extend the term of the Free Trial up to an additional three (3) months beyond the Termination Date (the "Free Trial Extension Term"). If the Parties wish to exercise the option for the Free Trial Extension Term, the Parties shall provide the required notice and mutual agreement during the initial three (3) months of the Free Trial in which case the Free Trial Extension Term shall continue for three (3) months and during that three months, the Parties may, upon the same notice and mutual agreement requirements, exercise the option to extend the Free Trial Extension Term an additional three (3) months (for a full six (6) month Free Trial Extension Term). (c) During the Free Trial Extension Term, except as modified in this Section 4.02 or otherwise in writing by the Parties, all other terms and conditions of this MOU shall remain in effect. SECTION 5 -COUNTERPARTS; ELECTRONIC SIGNATURES: This MOU and any amendments hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this MOU shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this MOU (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 MOU upon request. DocuSign Envelope ID: C00E6904-A636-43CA-9CDF-3134B854B5E2 The Parties, by authorized representatives, have executed this Memorandum of Understanding as of the Effective Date. RUBICON GLOBAL, LLC V7Ga° Nate Morris Chairman & CEO CITY OF—MJAIMI, FLORIDA, a municipal Corporation of the State of Florida By: Qv r Navivda Arthur Noriega V, City Manager r— DocuSigned by: ATTEST: By: tDocuSigned by: aBUissuuc;Fi4sg_. Todd Hannon, City Clerk (Affix City Seal) APPROVED AS TO LEGAL FORM AND CORRECTNESS Pr. ,-DocuSigned by: By: 04 �FIEFYUAFb}EU451.. Victoria Mendez, City Attorney (Matter 22-606) p APPROVED AS TO INSURANCE REQUIREMENTS c.s+se v, By: `l`n Ann -Marie Sharpe, Director Risk Management Department DocuSign Envelope ID: C00E6904-A636-43CA-9CDF-3134B854B5E2 RUBICON May 17, 2022 Richard D. McLaren, C.P.M. Senior Procurement Contracting Officer City of Miami Department of Procurement 444 SW 2nd Ave, 6th Floor Miami, Florida 33130 Re: Nate Morris Signing Authority To Whom It May Concern: This letter certifies that Nate Morris, Founder, Chairman and CEO of Rubicon Global, LLC ("Rubicon"), is authorized to sign SmartCities contracts on behalf of Rubicon. Sincerely, 0}41 Wer, William D. Meyer General Counsel & Corporate Secretary Rubicon Global 1950 East Paces Ferry Rd. Suite 1900, Atlanta, GA 30326 I (678) 906-2601 I rubiconglobal.com DocuSign Envelope ID: C00E6904-A636-43CA-9CDF-3134B854B5E2 A� tfl° CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 4(M /2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ABD Insurance and Financial Services, Inc. 777 Mariners Island Blvd Suite 250 San Mateo, CA 94404 www.theabdteam.com CONT NAMEACT Cert Request PHONE Ext): 650 488 8565 (A/C, No): E-MAILAo ADDRESS: TechCertRequest@theabdteam.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Atlantic Specialty Insurance Company 27154 INSURED Rubicon Technologies, LLC 950 E Paces Ferry Rd, Ste 1900 Atlanta GA 30326 INSURER B : Lloyds of London INSURER C : INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 67802591 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD OLICY EXP D/YYYY) LIMITS A / COMMERCIAL GENERAL LIABILITY / 711-01-70-74-0003 4/4/20 /2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE / OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 15,000 O PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 4o GENERAL AGGREGATE $ 2,000,000 ✓ POLICY PRO JECT LOC `/�, V PRODUCTS - COMP/OPAGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 711-01-70-74-00 Oilk 022 4/4/2023 COMBINED NGLE LIMIT (Ea accident)SI $ 1,000,000 ANY AUTO ' BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS V BODILY INJURY (Per accident) $ ✓ HIRED AUTOS ONLY ✓ NON -OWNED AUTOS ONLY PROPERTY DAMAGE accident) $ i f(1 $ UMBRELLALIAB OCCUR ''(Per O $ EXCESS LIAB CLAIMS-MADEA��C (/�J� AEACH GGREGCURRENCE AGGREGATE $ DED RETENT ON $ ` $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY .1/ 406-04-67-35-0002 4/4/2022 4/4/2023 i/ PER STATUTE EORH ANYPR PRIETOREXCLUDEE?ECUTIVE Y / N E.L. EACH ACCIDENT $ 1,000,000 OFFICE(Mandatory in NH) N N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT B B Errors & Omissions W/ Cyber Primary Cyber Liability PRO10010952305 PRO10010952305 4/4/2022 4/4/2022 4/4/2023 4/4/2023 Limit $1,000,000 each claim General Aggregate Limit $1,000,000 General Aggregate Limit $1,000,000 Retroactive date : 04/04/2017 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: All Operations of the Named Insured. City of Miami is additional insureds as respects to General Liability policy but only to the extent required by the written contract or agreement. Primary wording applies with respects to General Liability policy. Waiver of Subrogation applies to Worker's Compensation Policy. CERTIFICATE HOLDER CANCELLATION City of Miami, Florida c/o Procurement Department 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Rod Sockolov ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 67802591 122-23 All Lines/E&0 $111 I Patra (1) 14/21/2022 1:22:37 PM (PDT) I Page 1 of 10 This certificate cancels and supersedes ALL previously issued certificates. DocuSign Envelope ID: C00E6904-A636-43CA-9CDF-3134B854B5E2 From: To: Cc: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Carbonell, Aileen Quevedo, Terry RE: PROCUREMENT INSURANCE REVIEW FOR RUBICON TECHNOLOGIES LLC COI Friday, April 22, 2022 11:06:58 AM image002.ong Hello Aileen, The COI adequate. Thanks, Frank Gomez, PIAM, CHI Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-176o Fax fgomez@miamicfoy.com oo 99; n .9, 0 o v (1. eQe- ot • "Serving, Enhancing, and Transforming our Community" From: Carbonell, Aileen <ACarbonell@miamigov.com> Sent: Friday, April 22, 2022 11:05 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Quevedo, Terry <TQuevedo@miamigov.com> Subject: PROCUREMENT INSURANCE REVIEW FOR RUBICON TECHNOLOGIES LLC COI Importance: High Good morning, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Olivera, Rosemary From: Gandarilla, Aimee Sent: Tuesday, May 24, 2022 2:10 PM To: Hannon, Todd Cc: Olivera, Rosemary; Lee, Denise; Cabrera, Paola Subject: Executed Memorandum of Understanding Rubicon matter 22-606 Attachments: Memorandum of Understanding Rubicon.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, a we candemn& Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P (305) 416-1906 F(305) 400-5338 agandarilla@miamigov.com https://miamigov.com/Govern ment/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" If you're not already a Vendor, click on or scan the QR Code to register as a new Vendor for the City of Miami. 1