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Amended and Restated Software License Purchase Agreement AMENDED AND RESTATED SOFTWARE LICENSE PURCHASE AGREEMENT This Amended and Restated Software License Purchase Agreement ("Agreement") is entered into as of December 30, 2019 ("Effective Date") and is by and between Corrigo Incorporated, 8245 SW Tualatin Sherwood Road, Tualatin Oregon 97062("Corrigo" or"Consultant") and the City of Miami Beach, Florida, 1700 Convention Center Drive, Miami Beach, FL 33139 (the "City" or"Licensee") (City and Corrigo, collectively, the "Parties"). WHEREAS, Corrigo agrees to provide the City with a license to use Corrigo Net software as described more fully in the exhibits to this Agreement (the "Software") and related services pursuant to the terms of this Agreement, and WHEREAS, Licensee desires to obtain a License to use the Software and other related services provided by Corrigo. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto intending to be legally bound do hereby mutually agree as follows: SECTION 1 DEFINITIONS 1.1 Agreement. This Agreement between the City and Corrigo, including any exhibits attached hereto, which exhibits are incorporated by reference as if fully set forth herein. 1.2 City Manager. The chief administrative officer of the City. 1.3 City Manager's Designee.The City staff member who is designated by the City Manager to administer this Agreement on behalf of the City. The City Manager's designee shall be Adrian Morales, Property Management Department. 1.4 Corriqo Incorporated (Corrigo). For the purposes of this Agreement, Corrigo shall be deemed to be an independent contractor, and not an agent or employee of the City. 1.5 Services. All services, work and actions by the consultant performed or undertaken pursuant to the Agreement. • 1.6 Fee. Amount paid to the consultant as full compensation for all Services. 1.7 Proposal Documents. Proposal Documents shall mean City of Miami Beach RFP No. 2019-201-JC for Computerized Maintenance Management System, together with all amendments thereto, issued by the City in contemplation of this Agreement ("RFP"), and the Corrigo's proposal in response thereto ("Proposal"), all of which are hereby incorporated and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the following order of precedent shall prevail: this Agreement; the RFP; and the Proposal. 1.8 Risk Manager. The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139; telephone number(305) 673-7000, Ext. 6435; and fax number(305) 673-7023. 1 SECTION 2 , SERVICES 2.1. Software License Scope. In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide the work and services described in Exhibit"A" hereto, which work and services shall include Corrigo's grant of a non-exclusive license to the City to use the Software subject to the terms and conditions set forth herein (collectively, the "Services"). If there are any questions regarding the Services to be performed, Consultant should contact the following person: Adrian Morales Director/Lincoln Road Manager PROPERTY MANAGEMENT DEPARTMENT 1833 Bay Rd, Miami Beach, FL 33139 Ph: 305-673-7490 Ext: 22932 2.2. Consultant's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in Exhibit B hereto. 2.3. Software Maintenance. Corrigo shall provide software maintenance and support services pursuant to the terms of this Agreement and as outlined in Appendix "D" of RFP 2019- 201-JC. SECTION 3 FEES AND TERMS OF PAYMENT 3.1 Corrigo agrees to invoice City, and City shall pay for the Software and Services provided under this Agreement in accordance with prices, payment schedule and terms in Exhibit B. 3.2 Invoicing. Upon receipt of an acceptable and approved invoice, payment(s)shall be made within forty-five (45) days for that portion (or those portions) of the Services satisfactorily rendered (and referenced in the particular invoice). Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: Accounts Payable Division Finance Department City of Miami Beach 1700 Convention Center Drive, 3rd Floor Miami Beach, FL 33139 3.3 Reimbursables. Travel expenses incurred by Corrigo while performing services under this Agreement or any attachments thereto will be billed in addition to fees quoted. Travel expenses are subject to the prior written approval of the City. City shall have no obligation to pay for any travel-related expense, unless any such expenses are approved in writing by the City prior to the date the expense is incurred. 3.4 Additional Services. City agrees to pay Corrigo for all service, subscription and license fees in accordance with this Agreement, as more specifically described in Exhibit B. Services other than those specified in Exhibit B hereto and requested in writing by City, including but not limited to training, consulting, City modifications, City system issues, 2 customization and deviations from Corrigo recommendations on configuration, will be billed at the rate of US $225 per hour unless negotiated otherwise and documented in a work order executed by both Parties. City shall have no obligation to pay for any out of pocket costs, except for any out of pocket costs specified in the work order or otherwise approved for reimbursement upon the prior written approval of the City. SECTION 4 CORRIGO RESPONSIBILITIES Corrigo agrees to perform in accordance with the terms and conditions specified in this Agreement, and shall perform the Implementation Services in accordance with the delivery dates as may be specified in Exhibit A or otherwise specified in a work order executed by the City and Corrigo. While at any Licensee location, if at all, Corrigo's personnel, agents, and permitted subcontractors agree to comply with reasonable requests, rules, and regulations of Licensee that have been previously provided to Corrigo in writing regarding personal and professional conduct (including the wearing of identification badges and adhering to Licensee regulations, data security, and safety practices or procedures), and shall otherwise conduct themselves in a businesslike manner. Corrigo agrees to provide all necessary tools, office space, equipment, personnel, facilities, telecommunications access, computers and all other resources necessary for Corrigo to completely and effectively provide the services hereunder. Corrigo agrees to provide the proper custody and care of any Licensee-supplied property provided to Corrigo for use in connection with the performance of services. SECTION 5 TERM 5.1 The term of this Agreement(Term)shall commence upon execution of this Agreement by all parties hereto, and shall have an initial term of three (3) years, with two (2) renewal options for a period of one (1) year each (each, a "Renewal Term"), to be exercised at the City Manager's sole option and discretion, by providing Corrigo with written notice of same no less than thirty (30) days prior to the expiration of the initial term or a renewal term as applicable. Notwithstanding the Term or Renewal Term, if any, provided herein, Corrigo shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit B. 5.2 This Agreement commences on the date executed by Licensee and shall remain in full force and effect until the expiration or earlier termination pursuant to Section 10 of this Agreement. SECTION 6 CONFIDENTIAL INFORMATION "Confidential Information" is any document or other media or tangible items that relates to research, development, trade secrets, clients, business affairs or that contains any other information of a party that was not generally available to the public when received by the other party. "Confidential Information" will also include, but not be limited to, Corrigo technology. 3 "Confidential Information" shall not include information that: (i)is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii)becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; (iv) is independently developed by the receiving party; or(v) any information which is subject to disclosure pursuant to Public Records laws, including Chapter 119, Florida Statutes, which information may include, but is not limited to, the business terms of this Agreement, including this Agreement or any other agreement between the Parties (collectively, the Agreements), the payments made or received pursuant to the Agreements, or other like information relating to the transaction of the official business of the City, in its capacity as a Florida municipal corporation. Each party acknowledges that it will or may have access to Confidential Information of the other party and therefore each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose to any third party (except as required by law or to that party's attorneys,accountants and other advisors as reasonably necessary and providing that they agree to be bound by obligations of confidentiality at least as strict as those contained herein), nor permit any of its partners, shareholders, directors, officers, employees, agents or contracting parties to use or disclose, any of the other party's Confidential Information and will take precautions necessary to protect the confidentiality of such Confidential Information using the same degree of care used to protect its own Confidential Information, but in any case using no less than a reasonable degree of care. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or as required by law, provided, however,that if the disclosing party submits to the receiving party a trade secret certification form attesting to its assertion that the subject information is entitled to an exemption from disclosure under the law, the receiving party shall provide the disclosing party a reasonable time, not to exceed thirty (30) days, to permit the disclosing party to seek the appropriate judicial relief barring public disclosure of the records. Absent an order from a court of competent jurisdiction barring disclosure, the receiving party shall furnish only that portion of the Confidential Information which it is legally required to disclose. All of Confidential Information disclosed pursuant to this Agreement (including information in computer software or held in electronic storage media) shall be and remain the property of the disclosing party. All such information in tangible form shall be returned to the disclosing party promptly upon written request or the termination or expiration of this Agreement, and shall not thereafter be retained in any form by the receiving party, its affiliates, or any employees or independent contractors of the receiving party or its affiliates. This Article 6 shall remain in full force and effect for so long as either party retains any Confidential Information of the other party during this Agreement or for a period of five (5) years beyond termination of this Agreement, whichever is later. SECTION 7 INTELLECTUAL PROPERTY The Software and all documentation, enhancements, modifications, improvements or derivative works thereto, whether or not created or developed in conjunction with Licensee(collectively, the "Enhancements") shall remain the sole and exclusive property of Corrigo. Corrigo retains all 4 copyrights, patents, trade secrets, trademarks, and all other intellectual property interests in the Software and the Enhancements and is licensed for use by Licensee on the terms set forth in Exhibit C. All underlying methodology utilized by Corrigo and Licensee respectively which was created and/or developed by either prior to the date of this Agreement and utilized in the course of performance pursuant to this Agreement shall not become the property of the other. SECTION 8 ASSIGNMENT, TRANSFER OR SUBCONSULTING Consultant shall not subcontract, assign, or tran4fer all or any portion of any work and/or service under this Agreement without the prior written consent of the City Manager, which consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this Section, and any attempt to make such assignment(unless approved) shall-be void. SECTION 9 GENERAL PROVISIONS 9.1. Entire Agreement. This Agreement together with the attachments hereto and all documents incorporated by reference herein, constitutes the entire and sole agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the subject matter hereof. This Agreement cannot be modified, changed or amended, except in writing signed by a duly authorized representative of each of the parties. 9.2. Conflict. In the event of any conflict, ambiguity or inconsistency between this Agreement and the Exhibits attached hereto, the terms and conditions of this Agreement shall govern. 9.3. Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. 9.4. Reserved. 9.5 Notice. Any notices required by this Agreement or any attachment hereto shall be in writing and shall be given to the parties by hand, by facsimile, by,nationally recognized overnight courier service or by express, registered or certified mail, postage prepaid, return receipt requested. Notices shall be deemed to have been given upon actual receipt thereof. Until changed by notice, in writing, all such notices and communications shall be • addressed as follows: 5 TO CONSULTANT: Lyle W. Newkirk Executive Vice President, Finance Corrigo Incorporated 8245 SW Tualatin Sherwood Road Tualatin OR 97062 Ph. 503-218-4200 TO CITY: City of Miami Beach Adrian Morales, Director/Lincoln Road Manager 1833 Bay Rd, Miami Beach, FL 33139 Ph. 305-673-7490 Ext: 22932 9.6 Insurance. Corrigo represents and warrants that it will maintain in place and effective, during the Term of the Agreement, insurance requirements set forth on page 28 of the RFP. 9.7. Event of Force Majeure. In this Clause, Event of Force Majeure means an event beyond the control of the Licensee or Corrigo, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to: (a) an act of war (whether declared or not), hostilities, invasion, act of foreign enemies, terrorism or civil disorder; (b) ionising radiations, or contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; (c) pressure waves from devices travelling at supersonic speeds or damage caused by any aircraft or similar device; (d) a strike or strikes or other industrial action or blockade or embargo or any other form of civil disturbance (whether lawful or not), in each case affecting on a general basis the industry related to the affected Services and which is not attributable to any unreasonable action or inaction on the part of a Party or any of its subcontractors or suppliers and the settlement of which is beyond the reasonable control of all such persons; (e) specific incidents of exceptional adverse weather conditions in excess of those required to be designed for in this Agreement which are materially worse than those encountered in the relevant places at the relevant time of year during the ten(10)years prior to the Effective Date; (f) tempest, earthquake or any other natural disaster of overwhelming proportions; pollution of water sources; (g) discontinuation of electricity, natural gas, internet or telecommunications service, or other supply of necessary utilities; (h) other unforeseeable circumstances beyond the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected party cannot avoid even by using its best efforts, which in each case 6 directly causes either party to be unable to comply with all or a material part of its obligations under this Agreement; 9.7.1. Neither Party shall be in breach of its obligations under this Agreement (other than payment obligations) or incur any liability to the other Party for any losses or damages of any nature whatsoever incurred or suffered by that other (otherwise than under any express indemnity in this Agreement) if and to the extent that it is prevented from carrying out those obligations by,or such losses or damages are caused by, a Force Majeure Event except to the extent that the relevant breach of its obligations would have occurred, or the relevant losses or damages would have arisen, even if the Force Majeure Event had not occurred (in which case this Clause shall not apply to that extent). 9.7.2. As soon as reasonably practicable following the date of commencement of a Force Majeure Event, and within a reasonable time following the date of termination of a Force Majeure Event, any Party invoking it shall submit to the other Party reasonable proof of the nature of the Force Majeure Event and of its effect upon the performance of the Party's obligations under this Agreement. 9.7.3. A Party shall, and shall ensure that its subcontractors shall, at all times take all reasonable steps within their respective powers and consistent with Good Operating Practices (but without incurring unreasonable additional costs)to: (a.) prevent Force Majeure Events affecting the performance of a Party's obligations under this Agreement; (b) mitigate the effect of any Force Majeure Event; and (c) comply with its obligations under this Agreement. The Parties shall consult together in relation to the above matters following the occurrence of a Force Majeure Event. 9.7.4. Should paragraph (1) apply as a result of a single Force Majeure Event for a continuous period of more than 180 days then the parties shall endeavor to agree any modifications to this Agreement (including without limitation, determination of new equitable fees (if appropriate) having regard to the nature of the Force Majeure Event. SECTION 10 TERMINATION 10. 1 Termination For Cause. If Corrigo shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants, agreements, or stipulations material to this Agreement, the City, through its City Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify Corrigo of its violation of the particular term(s) of this Agreement, and shall grant Corrigo ten (10)days to cure such default. If such default remains uncured after ten (10) days, the City may terminate this Agreement without further notice to Consultant. Upon termination,the City shall be fully discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement. Notwithstanding the above, Corrigo shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Consultant. The City, at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's right and remedies against 7 Consultant. The City shall be entitled to recover all costs of such actions, including reasonable attorneys'fees. 10.2 Termination for Convenience of the City. THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CORRIGO OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY CORRIGO OF SUCH NOTICE. ADDITIONALLY, IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO CONTRACTOR, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, CORRIGO SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION AND THE CITY WILL BE REFUNDED ONE-TWELFTH OF ANY PREPAID FEE FOR EVERY MONTH REMAINING OF THE PREPAID TERM; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES, AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT. 10.3 Termination for Insolvency.The City also reserves the right to terminate the Agreement in the event the Corrigo is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 10.2. SECTION 11 INDEMNIFICATION 11.1 Indemnification. Corrigo agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its officers, employers, agents, contractors, or any other person or entity acting under Consultant's control or supervision, in connection with, related to, or as a result of the Consultant's performance of the Services pursuant to this Agreement. To that extent, Corrigo shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. Corrigo expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Corrigo shall in no way limit the Consultant's responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The parties agree that one percent (1%) of the total compensation to Corrigo for performance of the Services under this Agreement is the specific consideration from the City to Corrigo for the Consultant's indemnity agreement. The provisions of this Section 11.1 and of this indemnification shall survive termination or expiration of this Agreement. 8 SECTION 12 LITIGATION JURISDICTION/VENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Corrigo and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this Agreement. SECTION 13 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action, for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of$10,000. Corrigo hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of$10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Corrigo hereby agrees that the City shall not be liable to Corrigo for damages in an amount in excess of$10,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. SECTION 14 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT; AND CONFIDENTIAL FINDINGS 14.1 Duty of Care. With respect to the performance of the work and/or service contemplated herein, Corrigo shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of comparable work and/or services. • 14.2 Compliance With Applicable Laws. In its performance of the work and/or services, Corrigo shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government, as applicable. 14.3 City Property. All data produced by the City, including all reports, documents, findings, and data imported or uploaded through use of Corrigo's Software (the "City Data") are intended to be and shall remain the property of the City and shall not be otherwise be made public and/or disseminated by Corrigo or subject to any application for copyright or patent by or on behalf of Corrigo, without the prior written consent of the City Manager. As further specified in Exhibit C hereto, all rights and ownership in any of City's Proprietary Rights (as defined in Exhibit C) and City Data shall remain with City. Nothing herein shall act to transfer or assign any of the City's intellectual property rights to Corrigo. Notwithstanding any provision to the contrary in this Agreement, Corrigo shall immediately deliver the City Data to the City, in the standard Corrigo data format mutually agreed upon 9 by Corrigo and the City,within fifteen (15)days following Corrigo's receipt of written notice from the City requesting the City Data. SECTION 15 GENERAL PROVISIONS 15.1 Audit and Inspections.Upon reasonable verbal or written notice to Consultant, no more than once per year, and at any time during normal business hours (i.e. 9AM — 5PM, Monday through Fridays, excluding nationally recognized holidays), and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/ or inspect, any and all other documents and/or records relating to all matters covered by this Agreement. Corrigo shall maintain any and all such records at its place of business at the address set forth in the "Notices" section of this Agreement. 15.2 No Discrimination. In connection with the performance of the Services, the Corrigo shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, Corrigo shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. 15.3 Conflict of Interest. Corrigo herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County Code, as may be amended from time to time; and by the City of Miami Beach Charter and Code, as may be amended from time to time; both of which are incorporated by reference as if fully set forth herein. Corrigo covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of the Services. Corrigo further covenants that in the performance of this Agreement, Corrigo shall not employ any person having any such interest. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 15.4 Consultant's Compliance With Florida Public Records Law. (A) Corrigo shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. 10 (C) Pursuant to Section 119.0701 of the Florida Statutes, if Corrigo meets the definition of"Contractor" as defined in Section 119.0701(1)(a), Corrigo shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if Corrigo does not transfer the records to the City; (4) Upon completion of the Agreement,transfer,at no cost to the City, all public records in possession of Corrigo or keep and maintain public records required by the City to perform the service. If Corrigo transfers all public records to the City upon completion of the Agreement, Corrigo shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Corrigo keeps and maintains public records upon completion of the Agreement, Corrigo shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify Corrigo of the request, and Corrigo must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Consultant's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available remedies at law or in equity. (3) If Corrigo fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against a Corrigo to compel production of public records relating to the City's contract for services, the court shall assess and award against Corrigo the reasonable costs of enforcement, including reasonable attorney fees, if: a. The court determines that Corrigo unlawfully refused to comply with the public records request within a reasonable time; and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a 11 statement that the Corrigo has not complied with the request, to the City and to the Consultant. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to Corrigo at the Consultant's address listed on its contract with the City or to the Consultant's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery,which may be in an electronic format. (3) If Corrigo who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF CORRIGO HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO ctMIAMIBEACHFL.GOV PHONE: 305-673-7411 15.5 Inspector General Audit Rights. 1. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. 2. The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Corrigo, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the Contract Documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. 12 3. Upon ten (10) days written notice to. the Corrigo, the Corrigo shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Corrigo, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. 4. The Inspector General shall have the right to inspect and copy all documents and records in the Corrigo's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files,change order estimate files,worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project- related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. 5. The Corrigo shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this contract, for examination, audit, or reproduction, until three(3) years after final payment under this contract or for any longer period required by statute or by other clauses of this contract. In addition: If this contract is completely or partially terminated, the Corrigo shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The Corrigo shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this contract until such appeals, litigation, or claims are finally resolved. 6. The provisions in this section shall apply to the Corrigo, its officers, agents, employees, subcontractors and suppliers. The Corrigo shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Corrigo in connection with the performance of this contract. 7. Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Corrigo or third parties. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] • 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. CITY 0 MIAMI BE:, H, FLORIDA ATTEST: r' By: 14. ity Clerk City Ma lager Date: 4/Iw/zc2iz 'INCPO DI CORRIGO INCORPORATED ATTEST: By: Print Name and Title Print Name and Title Date: APPROVED AS TO FORM &LANGUAGE &FOR EXE UTION (-Wr -(2 ( \t City Attorney jr'I f Date 14 EXHIBIT A Implementation Services Corrigo shall assist the City with configuration, deployment and user on-boarding of the Corrigo solution and shall provide such services as may be necessary or ancillary to assist the City with the foregoing.The primary objective of these services is achieving initial baseline system use and compliance.A Corrigo consultant will be assigned to perform the services specified herein,as well as the services otherwise set forth in Corrigo's answers to RFP 2019-201-JC with regard to Appendix "C" thereof; and will arrange for additional Corrigo resources as required. Services included in this deployment are as follows: • Scheduled project meetings, including timeline, issue, and status updates • Business process analysis and recommendations • Testing/Validation of data and workflows Base system configuration needed to achieve primary objective includes: • Base work order and workflow configuration • Alert and escalation system setup • Customer portal configuration • Work completion and satisfaction tracking • Basic service provider setup • Asset and equipment inventory • PM/RM Work Order Management • Reports • Warranties Training will be done remotely via a web conference tool. Training is broken into two main groups: Admin/Dispatcher and Technician training The Admin/Dispatcher training will focus on the following(estimated time is 6 hours): • Creation of work orders • Modification of service agreements • Adding customers • Using the dispatch board • Managing users • Reporting • PM/RM • Warranties The Technician training will focus the use of the following(estimated time is 2 hours): • Model devices • How to process a work order 15 • Other functions that may be needed As appropriate, Corrigo will manage the process of on-boarding vendors into the Work Order Network. City will assist Corrigo in the on-boarding process on a commercially reasonable basis. Certain Corrigo features typically require additional services which are not included in a standard deployment. If City desires additional services for the following features, Corrigo and City will negotiate a separate statement of work: • Asset and equipment inventory, including existing warranty data load • Custom reports • Any Integration Projects Not Included in Standard Deployment The following services are not considered a part of a standard deployment: • Adding Existing Warranties • Work Order History Import • Asset Tagging Custom Reports • Consulting Services • Vendor Sourcing Integration to ERP/Accounting for: • Accounts Payable • Accounts Receivable • Lease Management • Time Card • Scheduling 16 EXHIBIT B Fees and Terms of Payment Definition of Licensed Software. Licensed Software shall include CorrigoNet®, also known as Corrigo Enterprise, and WorkTrack® Service Provider as a suite with all standard modules and Corrigo's Work Order Network. Usage of the Licensed Software shall be limited based on the entity using it as set forth in the Fees and Pricing section of this Exhibit B of the Agreement. Services Bundled with Subscription. The Licensed Software shall be provided to City on a monthly basis as part of a subscription that shall include the Services as set forth below: Hosting City Support Product Maintenance Account Management Fees and Pricing. City will be charged a monthly fee, known as a Subscription Fee, in exchange for City's right to use the Licensed Software. The Subscription Fee will be billed monthly in arrears. The Subscription Fee will commence upon first commercial usage. The monthly Subscription Fee shall be per work order created using the following rates: City will be charged a minimum annual Subscription Fee for the Licensed Software and subscription Services of$72,000.00 which will include and allow City to have up to 100 unique users accessing its Corrigo system. City will be charged an additional $720.00 per year for each additional unique user (in excess of 100 users) that logs into the system ("License Fee"). Beginning no later than January 1,2020(excepting delays in deployment caused by Corrigo),City will pay the License Fee in monthly increments of$6,000.00 in advance. User access will be monitored on a monthly basis and each additional user in excess of 100 users will be billed in arrears in a monthly amount of$60.00 per additional user. For the purpose of clarity, the City. determines who can access the system, which, in-turn, determines the number of user licenses billed each month. Any reduction or addition of licenses will occur through this reporting and billing process and will not require action pursuant to the following Sections. Deletion of Licenses and/or Services by the City: The City Manager may temporarily or permanently delete existing licenses to add-on modules or Services (collectively "Reduction of Services"). The payment adjustment in connection with such a Reduction of Services shall be calculated based on the per service rate set forth in the Cost/Proposal, attached to RFP 2019-201-JC as appendix"D"(hereafter"Appendix D of the RFP"). Such reduction will be calculated on a monthly basis and be applicable to the next monthly invoice. The City's Project Manager shall initiate any requests for a Reduction of Services, in writing, to the Contractor within ten (10) days prior to the end of the month, with effectiveness at the beginning of the next month. The Reduction of Services shall be memorialized in writing, in the form of an amendment to the Agreement, Executed by the City Manager on behalf of the City, and by Contractor. For the purpose of clarity, the minimum Subscription Fee cannot be reduced pursuant to this Section. Account Management, Hosting, Support, Maintenance, and Account Management are included in 17 the minimum Subscription Fee and cannot be reduced or terminated pursuant to this Section. Addition of Licenses and/or Services by the City: The City Manager reserves the right to add new add-on modules or Services (collectively "Addition of Services"), subject to securing budgetary approvals. The Addition of Services shall be evaluated by both the City and Contractor for the mutual determination of a fair unit cost,to be based upon a unit price as outlined in"Appendix D of the RFP". Services deleted and later re-added shall be re-added at the original service rate, plus any mutually approved index adjustment. The Contract Administrator shall request the Addition of Services,in writing,in the form of an amendment to the Agreement, executed by the City Manager on behalf of the City, and by Contractor. City agrees to establish usage of CorrigoPro Network as a work rule for its facility vendors. City will use good-faith, diligent efforts to promote the CorrigoPro Network as a work rule but has no absolute authority to force a vendor to enroll in the CorrigoPro Network. The charge for vendors enrolled in the CorrigoPro Network is $5.00 per work order or $30.00 per month for unlimited work orders and is billed directly to the vendor by Corrigo. Additional pricing options may be offered, and prices may change. Those vendors already enrolled in the CorrigoPro Network who are paying $30 per month for unlimited usage will not incur incremental fees as a result of this Agreement. City shall have no obligation or liability whatsoever for any agreements or disputes that may arise between vendor and Corrigo, including, without limitation, with respect to any vendor's payment obligations. Because Corrigo incurs significant cost while deploying, configuring and supporting the go-live process,as set forth in Exhibit A,Corrigo will charge City a Set-up Fee of$16,000 will be invoiced in monthly installments of$1,333.33 which will be invoiced beginning November 15, 2019 with the last invoice to be issued on January 15, 2021. Corrigo will provide a standard VFA by Accruent integration, for a fee of$16,000 which will be invoiced in monthly increments of$1,333.33 beginning February 15, 2020 with the last invoice to be issued on January 15, 2021. If integration is not successful, Corrigo waive the fee of $16,000 and any amounts prepaid will be credited to the City. Corrigo will provide a standard Munis by Tyler Technologies integration, for a fee of$16,000 which will be invoiced in monthly increments of$1,333.33 beginning February 15, 2020 with the last invoice to be issued on January 15, 2021. If integration is not successful, Corrigo waive the fee of $16,000 and any amounts prepaid will be credited to the City. All fees are due forty five(45) days from receipt of invoice. Additional services requested by City shall be negotiated separately. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 18 EXHIBIT C Supplemental Terms and Conditions 1. Licensed Software and Service Subscription. Corrigo hereby grants to City including its subsidiaries and affiliates for City's internal business operations the non-exclusive right and license to access Corrigo's software as specified`on Exhibit A hereto including all upgrades and enhancements thereof(the"Licensed Software").Corrigo owns or has complete ownership rights to the Licensed Software and has unhindered rights to license the Licensed Software to City. Services,including general hosting services and support(the"Services")for the Licensed Software will be provided by Corrigo under the terms and conditions specified in the appended Exhibit A incorporated herein and in any additional quotes or Exhibits incorporated via amendment hereafter. During the specified term and subject to the terms and conditions hereof (including those included in Exhibit A hereto and in any additional Exhibits incorporated via amendment hereafter), Corrigo shall (i) operate, and maintain the Licensed Software on Corrigo's application server; (ii) provide to City reasonable access to Corrigo's application server sufficient for City to exercise its subscription license rights granted above; (iii) use commercially reasonable efforts to maintain the security of the Service with the same standard of care that it uses to safeguard its own data services which in no event shall be less than reasonable care; (iv) provide support to one designated employee of City consisting of telephone help desk or online support services; (v) ensure that the Service is available to City and performing substantially in accordance with the applicable specifications provided to City or made available to City via Corrigo's website; (vi) be responsible for, maintain and ensure that City data is backed up and, in the event that the availability of the Licensed Software or Services is interrupted, for the orderly and timely restoration of such data and (vii) use commercially reasonable efforts to make the Service generally available to City. City shall not have the right to re-license, distribute or sell rights to access or use the Licensed Software or to transfer or assign rights to access or use the Licensed Software, except to its subsidiaries and affiliates as expressly provided herein. City may not reverse engineer, mimic product know how, copy,publish or otherwise use the Licensed Software,except as expressly provided herein. All rights not expressly granted to City herein are expressly reserved by Corrigo. 2. License Protections. City shall not: (i) transmit or share identification and/or password codes to persons other than the authorized users designated by City(each, an"Authorized User")for whom such codes were generated; (ii)permit Authorized Users to share identification and/or password codes with others; (iii)permit the identification and/or password codes to be cached in proxy servers and accessed by individuals who are not Authorized Users; or (iv) permit access to Corrigo's application server through a single identification and/or password code being made available to multiple users on a network. In addition, City shall use its commercially reasonable efforts to prevent any person without valid identification and/or password codes to attempt to access Corrigo's application server. 3. Ownership.Title to any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, confidential and proprietary information protected under contract 19 or otherwise under law, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual or industrial property (the '`Proprietary Rights") as embodied in the Licensed Software and other software installed on Corrigo's application server or operating as part of Corrigo's web site shall remain in and be the sole and exclusive property of Corrigo and its licensors. All rights and ownership in any of City's Proprietary Rights and City data shall remain with City. _ 4. Limited Warranty. During the term hereof,Corrigo warrants that the Licensed Software shall be accessible to City through the Internet substantially in accordance with specifications provided on the Licensed Software web site. CITY'S SOLE AND EXCLUSIVE REMEDY AND CORRIGO'S SOLE AND EXCLUSIVE LIABILITY FOR BREACH OF THIS WARRANTY REGARDING INTERNET SERVICE INTERRUPTIONS SHALL BE THE REPLACEMENT OF SERVICE FOR ANY TIME CORRIGO'S APPLICATION SERVER AND/OR THE LICENSED SOFTWARE DO NOT CONFORM TO THE WARRANTY. CORRIGO DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR THAT CORRIGO'S APPLICATION SERVER WILL MEET CITY'S REQUIREMENTS, THAT THE LICENSED SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH CITY MAY SELECT FOR USE, THAT THE OPERATION OF CORRIGO'S APPLICATION SERVER, OR THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR- FREE, OR THAT THE LICENSED SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. 5. Warranty Disclaimers. EXCEPT FOR THE LIMITED EXPRESS WARRANTY PROVIDED ABOVE, NEITHER CORRIGO NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND CORRIGO AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION AND DATA ACCURACY. SOME STATES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY IN THOSE STATES. CITY ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT HAVE BEEN MADE RESPECTING THE LICENSED SOFTWARE OR SERVICES TO BE PROVIDED HEREUNDER, AND THAT CITY HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY SET OUT IN THIS AGREEMENT. FURTHER, CITY ACKNOWLEDGES AND AGREES THAT THE INTERNET IS NOT ESTABLISHED OR MAINTAINED BY CORRIGO,THAT CORRIGO HAS NO CONTROL OVER THE INTERNET, AND THAT CORRIGO IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET WHICH MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE LICENSED SOFTWARE. 6. Limitation of Damages. CORRIGO'S ENTIRE CUMULATIVE LIABILITY FOR MONEY DAMAGES ARISING OUT OF THIS AGREEMENT AND/OR THE LICENSING OF THE LICENSED SOFTWARE SHALL BE LIMITED TO THE AGGREGATE SUBSCRIPTION 20 LICENSE FEES PAYABLE BY CITY UNDER THIS AGREEMENT FOR A PERIOD OF EIGHTEEN (18) MONTHS. Disclaimer of Incidental and Consequential Damages. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE MONETARY LIMITATION SET FORTH IN SECTION 6 OF THIS EXHIBIT C, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. 7. Continuing Obligations.The following obligations shall survive the expiration or termination hereof: (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein, (ii) any covenant granted herein for the purpose of determining ownership of, or protecting, the Proprietary Rights, including without limitation, the Confidential Information of either party, or any remedy for breach thereof, and (iii) the payment of taxes, duties, or any money to Corrigo. 8. Data Security. Corrigo will implement reasonable administrative, physical, and technical measures, including disaster recovery procedures, designed to secure the City Data against accidental or unlawful loss,access or disclosure.Upon becoming aware of any unlawful access to any City Data stored on the Corrigo hosted environment, or a subcontractor's, facilities, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of the City Data(each a "Security Incident"), Corrigo will:. (i)promptly notify the City of the Security Incident; (ii) investigate the Security Incident and provide the City with detailed information about the Security Incident; and (iii) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident. Corrigo will within thirty (30) days of termination of this Agreement for any reason provide to the City,at no additional cost, a machine-readable copy of the the City Data (including Vendor contact and insurance data and electronic copies of all Insurance Documents). Upon confirmation of the City's receipt, Corrigo will purge all the City Data from the hosted environment. 21