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PSA with Skopenow, Inc
DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-1AC4-A373-72A1378FC7E1 C Z, 0 Contract no.22-450-01 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND SKOPENOW, INC. FOR FOR OPEN-SOURCE INTELLIGENCE (OSINT)AGGREGATOR AND PROCESSING PLATFORM PURSUANT TO RFP-2022-450-KB 4/3/2023 1 12:42 EDT This Professional Services Agreement("Agreement")is entered into this ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach,Florida,33139(the"City'),and SKOPENOW,a New York corporation whose address is 12 East 499,Street, New York, New York 10017("Consultant"). SECTION 1 DEFINITIONS Agreement: The term "Agreement"shall refer to this Professional Services Agreement and all exhibits hereto, including, but not limited to Consultant's Services Agreement (the "Services Agreement"), attached as Exhibit "A", and all other exhibits hereto ("Exhibits"). City Manager: The chief administrative officer of the City. 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 Rick Clements, Chief of Police. Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an independent contractor, and not an agent or employee of the City. Services: All services, work and actions by the Consultant performed or undertaken pursuant to the Agreement. ;I Fee: Amount paid to the Consultant as compensation for Services. Proposal Documents: Proposal Documents shall mean City of Miami Beach RFP No. 2022-450- KB for OPEN-SOURCE INTELLIGENCE (OSINT) AGGREGATOR AND PROCESSING, together with all amendments thereto, issued by the City in contemplation of this RFP, and the Consultant's proposal in response thereto ("Proposal"), all of which are hereby incorporated and made a part 1 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 4.3 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: Payables(p�miamibeachfl.gov SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Consultant 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 the Consultant of its violation of the particular term(s) of this Agreement and shall grant Consultant 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,the Consultant 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 rights'and remedies against Consultant: The City shall be entitled to recover all costs of such actions, including reasonable attorneys'fees. 5.2 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 CONSULTANT OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONSULTANT 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 CONSULTANT, 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, CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF TERMINATION; FOLLOWING WHICH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTIES,AND TERMS ARISING OUT OF,OR BY VIRTUE OF,THIS AGREEMENT. 3 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Consultant 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 5.2. 5.4 EFFECT OF EXPIRATION OR TERMINATION On the effective date of the expiration or termination of the Agreement, and notwithstanding the parties'indemnification obligations,neither party will have any continuing obligations to the other except as expressly set forth herein, and: (a) Consultant will no longer make the Skopenow Services (as defined in Exhibit"A")available unless otherwise agreed by the parties in writing; (b)Consultant will deliver any Screening Reports to which the City was entitled as of the date of expiration or termination in accordance with original delivery terms (unless Consultant has terminated or this Agreement for cause under the provisions of this Section 5 hereof); (c) City shall pay Consultant all amounts theretofore accrued in accordance with the original payment terms; and (d) each party will return (or certify in writing that it has destroyed) all Confidential Information of the other within thirty(30)days,retaining only such copies thereof as are required to comply with applicable legal or accounting record-keeping requirements. SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION 6.1.1 Consultant agrees to indemnify,defend, release,and hold harmless the City,and its directors, officers, employees, and agents ("Related Parties")from and against any and all losses, liabilities, costs (including reasonable attorneys' fees) or damages directly resulting from any claim by any third party ("Losses") arising out of or related to (a) any claim that any part of the Services or Consultant's provision of any Services infringes any third party's IP Rights (a "Infringement Claim") and (b) for personal, economic or 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, employees, 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, the Consultant 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. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant 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 Consultant for performance of the Services under this Agreement is the specific consideration from the City to the Consultant for the Consultant's indemnity agreement. The provisions of this 4 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.1.2 Except as otherwise limited by the other provisions of this Agreement, the City agrees to indemnify, defend and hold harmless Consultant and any employee, representative,..,agent, director, officer or permitted assign of Consultant(each an "Indemnified Party")from andbgat any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, -� amounts paid in settlement, interest, costs and expenses (including reasonable attorneys' fees, court costs and other out-of-pocket expenses incurred in investigating,preparing or defending the foregoing) (collectively, "Losses")arising out of a third party claim, as follows: in the case of a claim against Skopenow alleging that: 1. City or City's Client violated or failed to comply with any provision of this Agreement or applicable law in its use or handling of Licensed Content provided by Skopenow; 2. City or City's Client violated or failed to comply with applicable policies, procedures or law in the collection and use of City-Supplied Information; 3. City or City's Client infringed a copyright or trademark or misappropriated a trade secret by using the Consultant Services or Licensed Content in an unauthorized manner;or 4. Consultant contributed to, participated in, or otherwise influenced City's or City's Client's decision and/or action to engage or not engage in a particular relationship with a Unique Person (e.g., an employment relationship or otherwise)or entity. b. Both parties hereto shall cooperate in the defense or prosecution of any such third-party claim and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. c. The Indemnified Party shall promptly notify the indemnifying party in writing of the assertion and basis of any claim, or the commencement and basis of any action, suit or proceeding by any third party in respect of which indemnity may be sought hereunder and will give the indemnifying party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder(unless the indemnifying party has suffered material prejudice by such failure). d. The Indemnified Party shall not consent to, or enter into, any compromise or settlement which settlement does not provide for a complete release of the indemnifying party,or consent to the entry of any judgment arising from any such claim without the indemnifying party's prior written consent, not to be unreasonably withheld. 6.2 INSURANCE REQUIREMENTS 6.3 The Consultant shall maintain the below required insurance in effect prior to awarding the agreement and for the duration of the agreement. The maintenance of proper insurance coverage is a material element of the agreement and failure to maintain or renew coverage may be treated as a material breach of the contract,which could result in withholding of payments or termination of the Agreement. 5 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 1 , DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450:01, • A. Worker's Compensation Insurance for all employees of the vendor as required by Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should the Vendor be exempt from this Statute, the Vendor and each employee shall hold the City harmless from any injury incurred during performance of the Contract. The exempt Vendor shall also submit (i) a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or(ii)a copy of a Certificate of Exemption. B. Professional Liability (Errors & Omissions) Insurance appropriate to the Consultant's profession,with limit no less than$2,000,000. C. Cyber Liability in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property"of the City of Miami Beach that will be in the care, custody, or control of the vendor. 6.4 Additional Insured — City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation)arising out of work or operations performed on behalf of the Consultant including materials, parts, or equipment. furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the Consultant's insurance. 6.5 Notice of Cancellation — Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach do EXIGIS Insurance Compliance Services. 6.6 Waiver of Subrogation — Consultant agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However,this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. 6.7 Acceptability of Insurers— Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. 6.8 Verification of Coverage—Consultant shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However,failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER ON ALL COI MUST READ: CITY OF MIAMI BEACH do EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 6 • DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482.4AC4-A373-72A1378FC7E1 Contract no.22-450-01 Kindly submit all certificates of insurance,endorsements,exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeach riskworks.com 6.9 Special Risks or Circumstances—The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. SECTION 7 LITIGATION JURISDICTIONNENUE/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, Consultant 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 8 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. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's rpcilitEty 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, Consultant hereby agrees that the City shall not be liable to the Consultant 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 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein, Consultant shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons 7 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 and/or recognized professionals with respect to the perforrpen e..pf comparable mfg and/or services. I 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Consultant 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. 9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS Any work product arising out of this Agreement, as well as all information specifications, processes, data and findings, are intended to be the property of the City and shall not otherwise be made public and/or disseminated by Consultant, without the prior written consent of the City Manager, excepting any information, records etc. which are required to be disclosed pursuant to Court Order and/or Florida Public Records Law. All reports, documents, articles, devices, and/or work produced in whole or in part under this Agreement are intended to be the sole and exclusive property of the City, and shall not be subject to any application for copyright or patent by or on behalf of the Consultant or its employees or sub-consultants, without the prior written consent of the City Manager. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Consultant, 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. Consultant shall maintain any and all such records at its place of business at the address set forth in the"Notices"section of this Agreement. 10.2 INSPECTOR GENERAL AUDIT RIGHTS (A) 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. (B) 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 8 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 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 Consultant, 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. (C) Upon ten (10) days written notice to the Consultant, the Consultant 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 Consultant its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. (D) The Inspector General shall have the right to inspect and copy all documents and records in the Consultant'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. (E) The Consultant 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 Agreement, for examination, audit, or reproduction, until three (3)years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement.tn;additk$r; If this Agreement is completely or partially terminated, the Consultant shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The Consultant shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. 9 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 (F) The provisions in this section shall apply to the Consultant, its officers,agents,employees, subcontractors and suppliers. The Consultant shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Consultant in connection with the performance of this Agreement. (G) 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 Consultant or third parties. 10.3 ASSIGNMENT,TRANSFER OR SUBCONSULTING Consultant shall not subcontract,assign,or transfer 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. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR 7068,Sworn Statement under Section 287.133(3)(a)Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services, the Consultant 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, Consultant 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. 10.6 CONFLICT OF INTEREST Consultant 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 sue: forth herein. Consultant 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. Consultant further covenants that in the performance of this Agreement, Consultant 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. 10 { DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Consultant 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. (C) Pursuant to Section 119.0701 of the Florida Statutes,if the Consultant meets the definition of"Contractor"as defined in Section 119.0701(1)(a), the Consultant 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 the Consultant 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 the Consultant or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of the Agreement,the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the Agreement, the Consultant 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 the Consultant of the request, and the Consultant 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) A Consultant who 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 Consultant to compel production of public records relating to the City's contract for services,the court shall assess and award against 11 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 1 Docuslgn Envelope IQ:CD907F37=7482-4AW3734,,2A1378FC7E1 :Zontraci:no_22456.:61! the, Consultant the reasonable ictais Of enforcement;. including' reasonable attorneys'fees,if: a The:court.determines that the Consultant unlawfully refused tq corn ply with the public records request:within a reasonable time,and, At least 8 business,days before.filing the action; the plaintiff provided written notice of the,public records request,,including:a statement that the Consultant :has,nOt complied with the request,to.the City and.to the Consultant.. (2) A,notice CornpJies with subparagraph.(1)(b) if;it is.sent'tothe,.City's custodian.,of public.records and to,the, Consultant 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*the sender and with: evidence of deli'very,`which:may-be in an electronic-format. (3) A Consultant who,complies With a'public records'request within 8 business days: after the notice."is sent.'is not liable',fie the.reasonable costs of enforcement: •(F) IF THE CONSULTANT HAS. QUESTIONS :REGARDING THE APPLICATION OF CHAPTER 1'19, 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: RAFAELGRANADOaMIAMIBEACHFL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE. (A) A"Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Consultant or the City's obligations under the Agreement, and (ii) is beyond the reasonablecontrol of such party unable to perform theobligation; and(iii)isnotdue to an intentional act, error, omission, ,or negligence of such party,, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event Subject to the foregoing criteria, Force Majeure may include events such as war, civil Insurrection, riot, fires, epidemics; pandemics, terrorism, sabotage, explosions, .ernbargo restrictions, quarantine restrictions, transportation accidents, strikes, strong'hurricanes:or tornadoes, earthquakes, or other acts of God which'prevent performance. Force Majeure shall not Include technological impossibility, inclement weather,: or .failure to secure any of the required permits pursuant.to-the- Agreertient: (B) If the City, or'Consultant's performance of its contractual obligations is prevented or :delayed by an event believed by to be'Force Majeure,such party shall immediately, upon learning of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen(15)business days thereof, provide notice;.(i)of the occurrence of 12 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482.4AC4-A373-72A1378FC7E1 Contract no.22-450-01 event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the anticipated impact on the Agreement, (iv)of the anticipated period of the delay, and (v)of what course of action such party plans to take in order to mitigate the detrimental effects of the event.The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. (C) No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing performance and otherwise to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event with all reasonable dispatch. (D) Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. (E) Notwithstanding any other provision to the contrary herein,in the event of a Force Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement,and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty (30) days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to Consultant of such termination. If the Agreement is terminated pursuant to this section, Consultant shall be paid for any Services satisfactorily performed up to the date of termination; following which the City shall be discharged from any and all liabilities,duties,and terms arising out of,or by virtue of,this Agreement. In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 10.9 E-VERIFY (A) Consultant shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Consultant shall register with and use the E- Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, Consultant shall expressly require any subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subconsultant during the contract Term. If Consultant enters into a contract with an approved subconsultant, the 13 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Docusign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 subconsultant must provide the Consultant with an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an unauthorized alien. Consultant shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. (B) TERMINATION RIGHTS. (1) If the City has a good faith belief that Consultant has knowingly violated Section 448.09(1),Florida Statutes,the City shall terminate this Agreement with Consultant for cause, and the City shall thereafter have or owe no further obligation or liability to Consultant. (2) If the City has a good faith belief that a subconsultant has knowingly violated the foregoing Subsection 10.9(A), but the Consultant otherwise complied with such subsection,the City will promptly notify the Consultant and order the Consultant to immediately terminate the Agreement with the subconsultant. Consultant's failure to terminate a subconsultant shall be an event of default under this Agreement, • entitling City to terminate the Consultant's contract for cause. (3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. (4) The City or Consultant or a subconsultant may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection (B)(1)or. (B)(2) no later than 20 calendar days after the date on which the contract was terminated. (5) If the City terminates the Agreement with Consultant under the foregoing Subsection (B)(1), Consultant may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Consultant is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.9. SECTION 11 NOTICES Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: Skopenow, Inc. 12 East 49th Street New York, NY 10017 Attn: Corey Jacobsen Ph: 540-202-5162 Email: corev(cr�,spokenow.com TO CITY: Miami Beach Police Department 1100 Washington Avenue Miami Beach, FL 33139 Attn: Richard Clements, Chief of Police Ph: 305-673-7776 Email: rickclements(c�miamibeachfl.gov All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. • 14 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected, and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 WAIVER OF BREACH A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A party's waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 12.4 JOINT PREPARATION The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parties,the language has been agreed to by parties to express their mutual intent and the resulting document shall not,solely as a matter of judicial construction,be construed more severely against one of the parties than the other. 12.5 ENTIRETY OF AGREEMENT The City and Consultant agree that this is the entire agreement between the parties. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 15 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSlgnEnvelope.ID:C0907F37 748244AC4-A373-72At378FC7Ef Contract no.22=450.01 iN WITNESS WHEREOF, the parties hereto have caused this Agreement tt ,be.executed bjrtheir appropriate officiais,ae of the date'first-.entered abovia:. FOR CITY: CITY OF NIIAMI BEACH, FLORIDA j ATTEST: By: [DognbY: aoat , . Gr'atita t ffiD CJCF..., Raft ado;City Clerk line T. Hudak; City Manager Fzta *7/.L03 Date: FOR CONSULTANT: SKOPENOW, INC. By: 7---/-42-- • Robert Douglas,CEO Print Name and Title 3/21/2023 Date: 1 APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION °31 . 11IZ3 City Attorney Date "— t i . 16 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:cD907F37-7482-4AC4-A373-72A1378FC7E1 { Contract no.22-450-01 EXHIBIT A SKOPENOW, INC. SERVICES AGREEMENT Nature of Agreement. In addition to the Professional Services Agreement (the "PSA") this document, the "Services Agreement", sets forth additional terms and conditions under which Skopenow, Inc. ("Skopenow")has agreed to provide to the City of Miami Beach ("City"), and City has agreed to purchase from Skopenow, certain services. Such services are described in more detail in Exhibit B hereto. This Services Agreement and the PSA shall collectively be referred to • as the"Agreement". City also agrees to pay the setup fee and monthly minimums in accordance with Exhibit C. Any materials, data or other content made available to the City in connection with the Skopenow Services are referred to in this Services Agreement as the "Licensed Content." Certain portions of the Licensed Content may originate with third-party contractors of Skopenow. Such persons are referred to herein as the "Third-Party Licensors." Skopenow shall provide its services (the "Skopenow Services") as agreed upon in writing in this Agreement. No shrink- wrap, click-wrap, or other terms and conditions or agreements ("Additional Terms")provided with any products or software hereunder shall be binding on the City, even if use of such products and software requires an affirmative "acceptance" of those Additional Terms before access is permitted. All such Additional Terms shall be of no force or effect and shall be deemed rejected by City in their entirety. 1. Duty of Care. Skopenow shall use its commercial best efforts to provide the Skopenow Services in a professional and workmanlike manner consistent with industry standards and applicable laws and regulations. However, because the provision of the Skopenow Services involves the use by Skopenow of third-party content providers and licensors, as well as of the internet and third-party technology providers, Skopenow cannot be responsible for problems arising from such sources. Additionally,the factual information included in the Licensed Content is derived from third-party records, and while Skopenow will use commercially reasonable efforts in the sourcing of such information, it cannot and does not guarantee the accuracy or completeness of such information. The Licensed Content constitutes the "Confidential Information" (as defined below) of Skopenow and its Third-Party Licensors and is therefore subject to the confidentiality provision of this Agreement. City may only use the Licensed Content, including the Screening Reports, for its own internal business purposes, and may not resell, disseminate, recompile, or otherwise use the Licensed Content for any purpose not permitted herein. 2. Certain Definitions. For the purposes of this Agreement, "City-Supplied Information" shall mean any factual information about a"Subject"which City or Subject provides or agrees to provide to Skopenow; a "Subject"is a person that is identifiable by a unique first name, middle name, last name, date of birth and Social Security number and such other unique details (if any) as may be set forth in an applicable Service Attachment; "Reviewer"shall mean the individual or individuals designated by City or Subject from time to time to receive "Screening Reports"from Skopenow; "Screening Reports" are those notifications or reports provided by Skopenow to City that detail the results of a search; "Rules" are the criteria upon which City and Skopenow have agreed and which determine when the details of a record meet an agreed-upon threshold and should be disclosed to City; "Skopenow Technology" are the methodology, web interfaces and database platforms used by Skopenow to deliver the products and services that it sells. 3. Security of Computer Systems and Networks. City agrees to use the software, networks and hardware provided by Skopenow only in accordance with the terms of this Agreement, and not to access other systems which may be accessible via the Skopenow 17 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 Services. City additionally agrees to prohibit its employees and agents from interfering with or disrupting the use of any such systems or the Skopenow Services. 4. Confidential Information. Each of the parties hereby acknowledges that in the course of performing its obligations hereunder, the other party may disclose to it certain information and know-how of a technical, financial, operational or other sort, which the disclosing party has identified as such or which a reasonable person would believe to be the same, that is non-public and otherwise confidential or proprietary to the disclosing party("Confidential Information"). Each party acknowledges that any Confidential Information disclosed to it is of considerable commercial value and that the disclosing party would likely be economically or otherwise disadvantaged or harmed by the direct or indirect disclosure thereof, except as specifically authorized by the disclosing party. Each party therefore agrees to keep in strict confidence and trust all such Confidential Information that may from time to time be disclosed to it, and agrees not to disclose such information to any third party for any purpose other than those permitted herein without the prior written consent of the other. Each party agrees that because of the extraordinary nature of such information, the disclosing party may not have an adequate remedy at law in the event of the non-disclosing party's breach or threatened breach of its non-disclosure obligations, and that the disclosing party may suffer irreparable injury as a result of any such breach. Accordingly, in the event either party breaches or threatens to breach the obligations of confidentiality set forth in this paragraph, in addition to and not in lieu of any legal or other remedies, the non-breaching party may pursue hereunder or under applicable law, each party hereby shall have the right to seek equitable relief (including the issuance of a temporary restraining order, preliminary injunction or permanent injunction) from a court of competent jurisdiction prohibiting any such breach or threatened breach, in addition to all costs associated with seeking and obtaining such equitable relief, including attorney's fees. The provisions of this paragraph shall not apply to any information identified as confidential if and to the extent the information was (i) independently developed by the receiving party as evidenced by documentation in such party's possession, (ii) lawfully received by the party free of restrictions from another source having the right to furnish the same, (iii) generally known or available to the public without breach of this Agreement or a Services Attachment by the receiving party or(iv) known to the receiving party free of restriction at the time of such disclosure as evidence by documentation in such party's possession. Nothing herein shall preclude City or its employees from complying with the disclosure requirements of the Public Records Act, and any such compliance shall not be deemed a default by City under the Agreement. City shall use its good-faith, diligent efforts to provide timely written notice to Skopenow of any public records request seeking any records of Skopenow that may be within Owner's custody, possession or control, to permit Skopenow the opportunity to seek to protect such information from disclosure. 5. Disclaimer of Warranties. Except for the express warranties stated in this Agreement, neither Skopenow nor any third-party licensor makes, and each hereby disclaims, any and all other express, implied and/or statutory warranties with respect to the Skopenow Services and/or Licensed Content, including, but not limited to, warranties of title, merchantability, fitness for a particular purpose. 6. Basis of the Bargain; Failure of Essential Purpose. The parties acknowledge that Skopenow has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and 18 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482.4AC4-A373-72A1378FC7E1 Contract no.22-450-01 exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose. 7. Export Controls. City will not export, re-export, transfer, or otherwise make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all U.S. export control laws and regulations and those of any other country within whose jurisdiction City operates or does business. 8. Dispute Resolution. The parties agree that,prior to instituting a suit in the state or federal courts located in Miami-Dade County,any dispute or claim arising out of this Agreement shall first go to non-binding arbitration at a venue, location, and under arbitration rules agreed upon by the parties. Notwithstanding the foregoing, either party may apply to any court having jurisdiction over the parties and the subject matter of the dispute for a temporary restraining order and/or preliminary injunction to enjoin the other party from misappropriating,or infringing,any intellectual property right of the moving party,or to enforce the termination or confidentiality provisions of this Agreement or any arbitration award, and the parties consent to the jurisdiction of either:the state and federal courts located in Miami-Dade County, Florida. 9. Additional terms for Third Parties and Customers located in the European Union. In regard to any transaction in which information or data is sought by or concerning a party located, residing or otherwise related to the European Union and subject to the General Data Protection Regulations(the"GDPR"), it is agreed between the City and Skopenow Inc. that the City is the"Controller"as that term is defined in the GDPR and Skopenow, Inc. is the "Processor"as that term is defined in the GDPR. It is further agreed by the City that End User's use of the Skopenow website is confirmation and acceptance that Skopenow, Inc., in relation to any information or data obtained by City, has: a. processed the personal data only on documented instructions from the controller, including with regard to transfers of personal data to a third country or an international organization; b. ensured that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; c. taken all measures required pursuant to Article 32 of the GDPR; d. respected the conditions referred to in the GDPR for engaging another processor; e. taking into account the nature of the processing,assisted the controller by appropriate technical and organizational,measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR; f. assisted the controller in ensuring compliance with the obligations of the GDPR taking into account the nature of processing and the information available to the processor; g. has not retained any of the personal data obtained by or for the controller after the end of the provision of services relating to processing, and deleted any existing copies; 19 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 h. made available to the controller all information necessary to demonstrate compliance • with the obligations laid down in the GDPR. City further warrants that it has and will comply with all obligations imposed on "Controllers"by the GDPR with respect to any use of services offered by Skopenow, Inc. 10. Additional terms for Third Parties and Customers located in California. a. Use of Personal Information. Personal Information as referred to herein is used as that term is defined by the California Consumer Privacy Act(Cal. Civ. Code§1798.100 et seq.). Skopenow is acting solely as a Service Provider with respect to Personal Information. In no event will Skopenow or City sell Personal Information received from or provided by City or Skopenow.City shall,upon Skopenow's request,or as otherwise provided by law, promptly delete any such Personal Information from its records and direct any relevant agents, consultants, or contractors to delete such Personal Information from their records and provide certification of such deletion upon request. Such deletion shall be in accordance with CCPA, and all regulations promulgated pursuant thereto.. b. Personal Information Compliance. Skopenow and City certify that they understand, agree to, and shall comply with the requirements in this Section, on or before the Effective Date of this Agreement: i. Comply with all applicable laws and regulations in connection with its receipt, use, handling, processing, access and storage of Personal Information; ii. Maintain a privacy program and related policies that address how personal Information is collected, used, shared, and otherwise Processed. iii. Promptly refer to Skopenow any inquiries received by City regarding Skopenow's privacy practices. c. Prohibited Use.City and Skopenow shall not collect, retain,use,disclose,or otherwise Process Personal Information: 1) for any purpose (including a commercial purpose) other than for the specific purpose of performing the services, obligations, or actions that are specified in the Agreement; or 2) outside of the direct business relationship between Skopenow and City. d. The Parties acknowledge and agree that both parties have no knowledge or reason to believe that either party is unable to comply with the provisions of this Addendum. 11. Additional terms for Third Parties and Customers located in Canada. a. Use of Personal Information. Personal Information as referred to herein is used as that term is defined by the Personal Information Protection and Electronic Documents Act ("the Act"). Skopenow is acting solely as a Service Provider with respect to Personal Information. In no event will Skopenow or City sell Personal Information received from or provided by City or Skopenow.City shall,upon Skopenow's request,or as otherwise provided by law, promptly delete any such Personal Information from its records and direct any relevant agents, consultants, or contractors to delete such Personal Information from their records and provide certification of such deletion upon request. 20 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD997F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 Such deletion shall be in accordance with CCPA, and all regulations promulgated pursuant thereto b. Skopenow and City acknowledge and confirm that they will comply with the following: i. Each is responsible for personal information under its control and will appoint someone to be accountable for its compliance with the Act. ii. The purposes for which the personal information is being collected will be identified before or at the time of collection. iii. The knowledge and consent of the individual are required for the collection, use, or disclosure of personal information, except where inappropriate. iv. The collection of personal information will be limited to that which is needed for the purposes identified by the City and will be collected by fair and lawful means. v. Unless the individual consents otherwise or it is required by law, personal information will only be used or disclosed for the purposes for which it was collected,and will only be kept as long as required to serve those purposes. vi. Personal information must be as accurate, complete, and up-to-date as possible in order to properly satisfy the purposes for which it is to be used. vii. Personal Information will be protected by appropriate security relative to the sensitivity of the information. viii.Each will make detailed information about its policies and practices relating to the management of personal information publicly and readily available. ix. Upon request, an individual will be informed of the existence, use, and disclosure of their personal information and be given access to that information, and the opportunity to challenge the accuracy and completeness of the information and have it amended as appropriate. x. An individual will be able to challenge an organization's compliance with the above principles c. The Parties acknowledge and agree that both parties have no knowledge or reason to believe that either party is unable to comply with the provisions of the Act. 12. Miscellaneous. a. Except as otherwise set forth specifically herein, the remedies provided by this Agreement are not intended to be exclusive. Each shall be cumulative and shall be in addition to all other remedies available to either party under law or equity. b. This Agreement shall be construed in accordance with the laws of the State of Florida, without reference to the conflict of laws provisions thereof. Venue for any action seeking injunctive relief under this Agreement shall be in Miami Dade County, Florida. 21 DocuSign Envelope ID:E254FDBE-6 F1 1-45E1-91 CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 Each of the parties hereby irrevocably submits to the jurisdiction of the United States District Court for the Southern District of Florida in any action, suit or proceeding brought by Skopenow or City under the Agreement. c. The parties to the Agreement are and shall remain independent contractors, and nothing herein shall be construed to create a partnership or joint venture between them, and neither shall have the power or authority to bind or obligate the other in any manner not expressly set forth herein. d. If any provision or provisions of the Agreement shall be held to be invalid, illegal or unenforceable,the validity,legality,and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No term hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to,or waiver of, a breach by the other,whether express or implied, shall not constitute a consent to,waiver of,or excuse for any other different or subsequent breach. Except as otherwise expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement. e. City agrees that Skopenow may not, unless agreed to beforehand by City in writing, refer to City as a customer. 22 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482.4AC4-A373-72A1378FC7E1 Contract no.22-450-01 EXHIBIT B SCOPE OF SERVICES The scope of the services pursuant to the RFP is hereby incorporated and includes the following but not limited to: • All major social media platforms include Facebook, Linkedln, Twitter, lnstagram, TikTok, Snapchat, and Reddit, at a minimum, with Telegram, Parler, Gab, and other social and chatting platforms. • Publicly available local,state,federal, and international government to include: o vital records o vehicle ownership o place of employment o corporate records o bankruptcy records o property and real estate records o court records o deceased records • Publicly available skip tracing data and records • Business and company information and records to include review sites and marketplaces • Publicly available personal information for identity resolution such as reverse mobile and phone numbers, email addresses, physical addresses, IP addresses, employment records, usernames, and domains • Allow users to set alerts or notifications to track and proactively learn about any pertinent changes • Provide association searches between individuals and entities across social media sites, forums, blogs,feeds, and open web • Prioritize actionable intelligence through which to triage pertinent information • Identify objects, images,text,and behaviors • Provide training and technical support as required 1. Project Planning and Implementation: Summary. Skopenow will provide cloud-based software to automate open-source intelligence investigations. Skopenow is a SaaS platform that provides comprehensive digital records containing actionable insight. Reports include: Social Media Data (profiles, photos, connections), Contact Data,Address History, and Link Analysis.Products offered will have access to Enhanced Extraction, Reporting, Business Search, Heat Mapping, Multi-Party Search, Behaviors, and Dark Web Data. Deliverables involve communicating and notifying all available users of technical resources and providing any additional hands-on communication and training.The only set-up required is for the name and email address of each user, as well as the organizational role (to map the appropriate hierarchy and privileges)to activate the account subscription. From that point, a user can access Skopenow using any web browser with an internet connection. There is no download or other configuration required. Once procurement is finalized: 1. Users receive credentials via email, a designated admin will be assigned. 23 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482.4AC4-A373-72A1378FC7E1 Contract no.22-450-01 2. Miami Beach PD's Customer Success Manager will reach out to the account admin and schedule an onboarding training. This session will last 1 hour long and can be offered as many times as needed to ensure that all users are trained properly. 3. Once a date for training is established the CSM will send out a Zoom link for a virtual training. 4. After the training is finished, users will begin to use the tool. If any issues arise, the CSM will be the best point of contact to help solve any issues that arise.Additionally, Skopenow offers live customer support that can easily be accessed directly within Skopenow. 2. Sample Project Schedule: Given the simplicity of Skopenow's onboarding,there are few milestones required for a successful onboarding: 1.Admin assigned to the account. (within 1 day of procurement) 2. User list created, and credentials sent to users (within 1-3 days of procurement) 3. User training scheduled (within 1-3 days of procurement). 4. Users receive training and begin searching(within 7 days of procurement) Further Onboarding details: Upon contract execution, a dedicated Customer Success Manager (CSM) will be assigned to support the Miami Beach Police Department throughout the duration of the contract with Skopenow. Skopenow will activate the user accounts on the contract start date (or requested activation date) and each user will receive personal login credentials via email to access their Skopenow account.The Customer Success Manager will coordinate with the Miami Beach Police Department within two(2)business days of contract execution to schedule the best suitable dates to conduct the team onboarding training.A separate training will be scheduled with the corporate administrators of the account to configure the account settings and review administrator capabilities.Additional training will be available as needed. 3.Training Information: ONBOARDING TRAINING: Skopenow will assign a Customer Success Manager to conduct an Onboarding Training for all users to ensure they are comfortable navigating the platform and understand how to conduct the best searches. Account Administrators will receive additional training to configure account settings and understand auditing and oversight capabilities. Administrators have the ability to assign users to specific departments and change user roles to Department Admins, Corporate Admins,or Employee accounts.Additional training is available as needed throughout the customer experience to provide additional support when questions arise or updates/changes to the platform occur. TRAINING. Skopenow provides unlimited onboarding training and assistance throughout the duration of our engagement at no cost. This includes establishing the best initial search criteria and best practices or recommendations along the way through continued engagement with our customers.We also provide video tutorials and a self-help library(updated weekly)to support the rollout and implementation. 24 DocuSign Envelope ID:E254FDB E-6F11-45E1-91 C B-4AF3AE7EA4DC DocuSlgn Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 4.Training Manuals&Formats: VIDEO TUTORIALS: Customers can access our Video Tutorial Library to view short video demonstrations of each step of the process. https://app.skopenow.com/tutorials HELP ARTICLES: Customers can also access our Help Center for detailed help articles on various topics with step-by-step walkthroughs that include screenshots and descriptions. https://help.skopenow.com/en/ LIVE SUPPORT CHAT:Customers have 24/7 access to a live-chat with our product support team that has a response time of under 5 minutes. Customers can send messages via chat regarding any product questions, platform issues, account-related inquiries,etc. ADDITIONAL TRAINING: Enterprise customers will be assigned a Customer Success Manager to provide support and additional training as needed throughout the duration of the contract with Skopenow. Skopenow will help develop training sessions on an as-needed basis and continue to provide support when questions or changes arise. One-on-one training, team training, and on- demand training will be available to customers via preferred virtual meeting platforms (Zoom, Microsoft Teams, etc.). Customers also have access to Skopenow's Resource Library with numerous OSINT Guides, blog posts, and on-demand Webinars on industry best practices. DEMOS AND WEBINARS: Skopenow will help develop unlimited training sessions on as as- needed basis and continue to provide support when questions or changes arise. Upon request, Skopenow will set up a series of webinars to train employees. All webinars can be recorded for future usage. 5.Ongoing Support& Maintenance: SYSTEM UPDATES & PATCHES: Any purchase of the Skopenow platform will include product improvements and platform updates. Skopenow continuously adds new data sources to the platform and any new additions will appear seamlessly to the user. SKOPENOW PRODUCT DEVELOPMENT: Our software is on a continuous release cycle. We formally provide quarterly updates to go over high-level information and changes via webinar. Intermittently, the Customer Success Manager will notify customers of any changes and provide updates as they are released. All changes of the platform are tested on all browsers for modern functionality via our development team and pushed directly to the software version. Version 1.0: Launched on 1/1/2016,this was a basic people search, 50 customers. Version 2.0: Launched 6/1/2017,this contained more extensive features including extraction and keyword searching, 400 customers. Version 3.0: Launched 10/1/2019, this contained business search, association search, and heat maps, 800 customers. Version 4.0: Anticipated Launch in Q4 2022, includes link analysis, geospatial situational awareness, and crime analytics elements. 6. Skopenow Support: 25 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-01 TECHNICAL SUPPORT. Skopenow provides active and live same day support to any need that arises.We are currently held to a 99.9% uptime 24/7/365 as part of our SLA agreements, and also offer support via chat, email, or phone. Skopenow provides phone, email, and chat support. Standard support hours are from 9am EST to 6pm EST. Phone: (800)252-1437 ext.2 Email: support(c�skopenow.com Chat: skopenow.com/#chat 26 • DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSfin EnVeltiliela,O0907W17.482-4AP.44k373q2A10,SEC70, tleiitrribt no:,12450.-01- 'EXHIBIT-C FEES, ........,_ • . ,piodue! ,SeproheMytorSti) OvefagefSearcli•User Seats MotilityTotal Yearly Tote!, SKE-LV 100 $19.00 4 $2,333.34 $28,000.0.8 Ageniiv g* i :9 — - ,, 1040 0- ' ' ' .§9,99 - ,$040! *Products listed,above have access to all enterprise featUrea,such as Enhanced Extraction, .Reporting, Business Search, Heat;Mappirig-,,Multi-Party Search,Behaviors,and.DarkWeb.Data. it OST BREAKDOWN Requirements Description. Cost Unit Price for Low Voliime Pricing is based on the number of users and monthly $7,000 Annually Per User,Includes Llderising seardh volume.Each naffed user will redelire personal ' 25 searches per menth and 12-Alert login credentials-via email to access their Skopenow, credits per search.Overage charge account:At the Low Volume Tier,each user license for each additional search exceeding includes 25 monthly searches and 12 Alert Credits per the monthly search volume is$19. search(300/rneri1h). Software Maintenance& Included/UnIlmited $0.00 Updates Cost . Technical Support Cost Included/Unlimited $0.00 implementation Coat,if any Inctuded/Unlimited $0.00 Training Cost Included/Unlimited online Instructor-led training(live or WOO on-demand). Optional:Analyst Assisted Users can submit custom requests directly to our $60/search Searches experlencedleathef Analysts to help extract specific content,identify hard to find data points,fulfill custom • requests and provide human analysis.Upon corripletioni a cleaned,curated,and customized report will be emalled directly within 24 hours of submission(typical turnaround lime Is 6-8 hours depending on reqUested Information). . . SUBSCRIPTION DETAILS what•ii included: a $kopenovit will provide .cud-basOd software adcetgible via: web. brOwseit ,tO• help .automate open-source intelligence ihVeStigatiiihS. Skopenow is a SaaS platform that provides anonymous access to comprehensive digital records of publicly available information from social media,surface web,deep web,dark web data,consumer records, business retords,and,litigation history, • A dedicated Customer SUccess!Manager-for training, continued account supports:and product lifeCycle support. O Technical Support 8:30AM40PM EST •4 - At your cgriverOence-webinars, web tutorials, web,articles, 'and- live chat support -to 27 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC DocuSign Envelope ID:CD907F37-7482-4AC4-A373-72A1378FC7E1 Contract no.22-450-0 i provide assistance as needed. • All Skopenow purchases include product support services, software updates and maintenance,training, and implementation at no additional cost. What counts as a search: • A search is all criteria that is inputted into the original search box. A search can be updated or revised as many times as needed within 24 hours of the original search and it still counts as a single search. • 24 Hour Review Window. All duplicate searches conducted within 24 hours will automatically be voided. Duplicates are matched by name,fuzzy name, email, or phone match. Contract Details: • Contracts can be upgraded to include additional users and searches within the same license term. They cannot be downgraded in the same license term (less searches or users) as we purchase the data ahead of time for consumer records and litigation history to ensure it is married with our real time open-source searches of 1500+social media,surface,deep web and dark web data breaches and leaks. 28 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC ATTACHMENT A RESOLUTION&COMMISSION AWARD MEMO DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC RESOLUTION NO. 2022-32342 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER, PURSUANT TO REQUEST FOR PROPOSALS ("RFP") NO. 2022-450-KB, FOR OPEN- SOURCE INTELLIGENCE ("OSINT") AGGREGATOR AND PROCESSING PLATFORM; AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH SKOPENOW, INC., AS THE TOP-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS UNSUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH SKOPENOW, INC., AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH INTEGRATED SECURITY SYSTEMS, INC., AS THE SECOND- RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS UNSUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH INTEGRATED SECURITY SYSTEMS INC., AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH SEMANTIC RESEARCH, INC., AS THE THIRD-RANKED PROPOSER; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE AN AGREEMENT UPON CONCLUSION OF SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION. WHEREAS, on June 22, 2022, the Mayor and City Commission approved the issuance of RFP 2022-450-KB for open-source intelligence ("OSINT") aggregator 'and processing platform;and, WHEREAS, on July 7, 2022, the City received proposals from the following four (4) firms: Integrated Security Systems, Inc., Semantic Research, Inc., Skopenow, Inc., and Social Links, LLC; and WHEREAS, on September 7, 2022, the Evaluation Committee appointed by the City Manager comprised of Andy Lozano, Lieutenant, Police Department; Bernadette Maher, Detective, Police Department; Cilia Maria Ruiz-Paz, Crime Analysis Unit Manager, Police Department; and Clifford Sparks, Senior Intelligence Analyst, Police Department, convened to consider the proposals received; and WHEREAS,the Committee was provided an overview of the project, information relative to the City's Cone of Silence Ordinance, the Government Sunshine Law, and general information on the scope of services and a copy of each proposal; and WHEREAS, the Committee was instructed to score and rank each proposal pursuant to the evaluation criteria established in the RFP; and WHEREAS, the evaluation process resulted in the proposers being ranked by the Evaluation Committee in the following order: 1st Skopenow, Inc. 2nd Integrated Security Systems, Inc. 3rd Semantic Research, Inc. 4th Social Links, LLC WHEREAS, after reviewing all of the submissions and the Evaluation Committee process, I concur with the Evaluation Committee and find Skopenow, Inc., the top-ranked firm, to be the best-qualified firm to provide the OSINT aggregator and processing platform; and DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC • • WHEREAS, Skopenow, Inc. has provided excellent service to the City as the incumbent firm during an 8-month pilot program and is proposing the same high-quality platform to the Police.Department; and WHEREAS,the second-ranked and third-ranked firms, Integrated Security Systems, Inc. • and Semantic Research, Inc., respectively, are well-qualified and should be considered, in order of rank, if negotiations with Skopenow, Inc. are not successful; and NOW,THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby accept the recommendation of the City Manager, pursuant to Request for Proposals ("RFP") No. 2022- 450-KB, for open-source intelligence ("OSINT") aggregator and processing platform; authorize the Administration to enter into negotiations with Skopenow, Inc., as the top-ranked proposer; • further, if the Administration is unsuccessful in negotiating an agreement with Skopenow, Inc., authorize the Administration to enter into negotiations with Integrated Security Systems, Inc., as the second-ranked proposer; further, if the administration is unsuccessful in negotiating an agreement with Integrated Security Systems Inc., authorize the Administration to enter'into negotiations with Semantic Research, Inc., as the third-ranked proposer; and further authorize the City Manager and City Clerk to execute an agreement upon conclusion of successful negotiations by the Administration. • PASSED AND ADOPTED this 6Z day of o h V2022. ATTEST: cg 12-231------__. RAFAEL z GRANADO, CITY CLERK DAN GELBER, MAYOR ' `P��,�A .../s,,,, OCT 2 7 2022 'iICORP O APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION l0— l?—II, City Attorney Oe Date DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Competitive Bid Reports-C2 D MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Aline T. Hudak, City Manager DATE: October 26,2022. SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER, PURSUANT TO REQUEST FOR PROPOSALS ("RFP").NO. 2022-450-KB, FOR OPEN-SOURCE INTELLIGENCE ("OSINT") AGGREGATOR AND PROCESSING PLATFORM; AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH SKOPENOW, INC., AS THE TOP-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS UNSUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH SKOPENOW, INC., AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH INTEGRATED SECURITY SYSTEMS, INC., AS THE SECOND-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS UNSUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH INTEGRATED 'SECURITY SYSTEMS INC., AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH SEMANTIC RESEARCH, INC., AS THE THIRD- RANKED. PROPOSER; AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE AN AGREEMENT UPON CONCLUSION ' OF . SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION. • RECOMMENDATION It is recommended that the Mayor and City Commission approve the Resolution authorizing Administration to enter into negotiations with Skopenow, Inc., as the top-ranked proposer; further, if the Administration is not successful in negotiating an Agreement with Skopenow, Inc., authorizing the Administration to enter into negotiations with Integrated Security Systems, Inc. as the second-ranked proposer, further, if the Administration is not successful in negotiating an Agreement with Integrated Security Systems, Inc. authorizing the Administration to enter into negotiations with Semantic Research, Inc.,as the third-ranked proposer;and,further,authorizing the City Manager and City Clerk to execute an. Agreement upon conclusion of successful negotiations. This project is under the cone of silence. BACKGROUND/HISTORY Page 47 of 1166 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC The Police Department carries out a. wide range of criminal investigations that may require open-source information to identify subjects and leads in a case. Open-source intelligence (OSINT) is the gathering of data from such sources as social media, news sources, and the intemet that allows public safety agencies to stay informed and better prepare for potential community impacts.As such, the Department implemented an eight(8).month pilot program to utilize an OSINT tool through Skopenow, LLC. At the conclusion of the pilot program, the Department determined it was in the Citys best interest to seek a longer-term contract with an OSI NT provider through a formal procurement process. Accordingly,the Administration developed Request for Proposals (RFP)2022-450-KB to seek proposals from qualified contractors for an Open-Source Intelligence (OSINT)aggregator and processing platform. ANALYSIS On June 22, 2022,the Mayor and City Commission authorized the issuance of RFP 2022-450- KB for the OSINT aggregator and processing platform. On June 24, 2022, the RFP was issued. A voluntary pre-proposal conference to provide information to proposers submitting a response was held on July 7., 2022, and 51 prospective bidders accessed the advertised solicitation. RFP responses were due and received on August 18, 2022. The City received a total of four(4)proposals from the following firms: Integrated Security Systems, Inc. Semantic Research; Inc. Skopenow, Inc. Social Links, LLC On August 10, 2022, the City Manager appointed the Evaluation Committee via LTC # 331- 2022. The Evaluation Committee convened on September 7,.2022, to consider the proposals received. The Committee was comprised of Andy Lozano, Lieutenant, Police Department; Bernadette Maher, Detective, Police Department Cilia Maria Ruiz-Paz, Crime Analysis Unit Manager, Police Department; and Clifford Sparks, Senior Intelligence Analyst, Police Department. The Committee was provided an overview of the project, information relative to the Citys Cone of Silence Ordinance, and the Government Sunshine. Law. The Committee was also provided with general information on the scope of services and a copy of each proposal. The Committee was instructed to score and rank each proposal pursuant to the evaluation criteria established in the RFP.The evaluation process resulted in the ranking of proposers as indicated below and in Attachment A. Evaluation Committee Final Ranking: 1st ranked—Skopenow, Inc. 2nd ranked-Integrated Security Systems, Inc. 3rd ranked-Semantic Research; Inc. 4th ranked—Social Links, LLC A summary of each top-ranked firm.follows: Skopenow. Inc. Page 48 of 1166 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Skopenow, Inc.("Skopenowd')has been in business since May 2016. Skopenow provides threat intelligence to some of the largest organizations in the world. Skopenow is a U.S.-owned venture-backed Techstars company delivering actionable insight to over 20,000 users and 1,500 enterprise customers. Skopenow works with top Federal, State, and Local Law Enforcement Agencies, Prosecuting Attorneys, Insider Threat, and Protection Units, National and Regional Fusion Centers,and multi jurisdictional Task Forces to help aggregate,centralize, and automate investigations. Integrated Security Systems Inc Integrated Security Systems Inc ("ISS") was founded in 1963 and is a leading systems integration company specializing in complex, technology-driven security system solutions. ISS is a dedicated, dynamic, and driven company of security professionals focused on delivering cutting-edge, engineered systems. ISS is centrally located in Miami, Florida,with a team of 102 employees. IS S's growth is a result of consistently and successfully delivering large, complex projects across multiple domains that achieve the unique mission of its clients. Semantic Research. Inc Semantic Research, Inc. ("Semantic Research") has more than ten years of working with multiple Federal, State,and Local Government public safety agencies, including Federal, State, Local, and Tribal Law Enforcement Agencies (LEAs), the Department of Defense, and the Intelligence Community. Semantic Research employs experts with experience in and knowledge of program data requirements,analytics,intelligence,threat monitoring,data science, data ingestion, coding, and software development. This expertise will support the City's daily requirements of analysis,data integration,data visualization,and report formatting. SUPPORTING SURVEY DATA According to a 2019 Community Satisfaction Survey conducted by ETC Institute, with more than 83% of survey respondents recommending family and friends to live in the City and 79% of local businesses satisfied with the City's police services, it is evident that the City's public • safety is paramount and is deliberately protected by the investigative efforts of the Police Department. FINANCIAL INFORMATION The following is the fiscal impact of the initial term of the contract (5 years)for the top-ranked proposers. Skopenow, the top-ranked firm, offered an annual cost of approximately$230,000. Skopenow?s total is based on an unlimited plan. The alternate budget and mid tier annual packages are priced at$70,000 and $120,000. ISS,the second-ranked firm, offered a cost for the first three (3) years in the amount of$479,200 for year one (1), $328,000 for year two (2), and $344,400 for year three (3). It is important to note that ISS did not provide costs related to years four(4)and five (5). Lastly, Semantic Research, the third-ranked firm, offered a total cost of$1,400,000.00 for the initial term of the contract.An annual cost was not provided however it was estimated that the annual cost would be$280,000. Amount(s)IAccount(s): Account No.011-1150-000325-20-401-595-00-00-00- CONCLUSION After reviewing the submissions and the Evaluation Committee's rankings and commentary, I concur with the Evaluation Committee and find Skopenow to be the best-qualified firm for the Page 49 of 1166 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC project.As discussed by the Evaluation Committee,the solution proposed by Skopenow offers straightforward and user-friendly reporting functionality, audit tracking, a 2417 live-chat feature, and a strong emphasis on anonymity by eliminating the need for investigators to create false accounts which is a common practice when performing investigations to conceal an investigator's digital footprint when researching a case. The Department has also verified that the references provided by Skopenow are positive and meet the requirements of the RFP. Additionally, Skopenow is the lowest priced solution and whose costs include software maintenance, technical support, and training. Further, as the incumbent vendor, the Department has provided positive performance evaluations of using the Skopenow system in previous investigations. For the reasons stated herein, I recommend that the Mayor and City Commission approve the Resolution authorizing the Administration to enter into negotiations with Skopenow, Inc. as the top-ranked proposer;further, if the Administration is not successful in negotiating an Agreement with Skopenow, Inc., authorizing the Administration to enter into negotiations with Integrated Security Systems, Inc., as the second-ranked proposer; further, if the Administration is not successful in negotiating an Agreement with Integrated Security Systems, Inc., authorizing the Administration to enter into negotiations with Semantic Research, Inc, as the third-ranked proposer; and, authorizing the City Manager and City Clerk to execute an Agreement upon conclusion of successful negotiations. Applicable Area Not Applicable is this a"Residents Right Does this item utilize C.O. to Know"item. pursuant to Bond Funds? City Code Section 2-14? Yes No . Legislative Tracking Police/Procurement ATTACHMENTS: Description o Attachment A-Score and Rank o Resolution Page 50 of 1166 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC • ATTACHMENT A- Score and Ranking Operrecutoldalpiar Mdy lame y B41nIdkd Why { cY MAN letra p 011110Wtlpolt4 •.sawmills Pool sawsialm TotalsOslo Oun>W1• 6VIob! Osb1 lmlO Ne I Odtlle 8u1l • OOWIhe Ooanttdae I tolkatsl OuaRa0w Q m�ardlOdkN 1oO1 0•te0•01e0 Security byatema 73 0 73 2 00 0 90 3 81 0 81 .2 80 0 80 •2�, 9 2 m SeanlleAl 66 0 68 01 1 89 0 09 4• 79 0 i 70 10 74 1 0 1 74 3.a 13 3 01.00 pv 82 0 9 2 1 98 0 90 1 I I e4 0 Bl 1 !u 1 0 83 1 4 bowl Lints 3 I 0 63 ;4 92 0 92 I 21 75 0 1 75 ,4 72 0 72 4 14 14 V4tsnlno Te1al POWs • Propmc Maxknen Martha Points Meaning§ I IWO Qup1511fe Pants !Inte0nkd Sloan Spteea • 5 0 • 0 5 0 • 0 !Stapma, I S 0 0 Sadallmto 5 , 0 _ 0 • • • • Page 51 of 1166 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC ATTACHMENT B ADDENDUM AND RFP SOLICITATION DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC M I AM I B E AC H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3ro Floor Miami Beach,Florida 33139 www.miamibeachfl.gov ADDENDUM NO.2 REQUEST FOR PROPOSALS NO.2022-450-KB OPEN-SOURCE INTELLIGENCE(OSINT)AGGREGATOR AND PROCESSING PLATFORM August 11,2022 This Addendum to the above-referenced RFP is issued in response to questions from prospective proposers, or other clarifications and revisions issued by the City. The RFP is amended in the following particulars only (deletions are shown by strikethrough and additions are underlined). I. RESPONSES TO QUESTIONS RECEIVED: Q1: I understand that the contract based on the bid, is for 5 years, wondering how many licenses is the city looking for to acquire during this period (5 years) or if the licenses will be purchased up front with a contract of 5 years? Al: For pricing purposes the City anticipates ten (10)licenses. Q2: Can you please elaborate on the "Cellphone analysis capabilities" in section 3.12. Is this referring to MAID tracking? A2: Cellphone analysis capabilities refers to any information platforms may obtain through searches regarding cell phones associated to a subject or entity to include, but no limited to, carriers, owners,GPS data, usage,etc. Q3: How many users and monthly searches does the city anticipate? A3: The City in interested in a flexible plan with a preference to unlimited searches; Refer to response to Q1 regarding licenses. Q4: For Tab 3: Platform Functionality: the numbers go from 3.15 to 3.17 with no 3.16. Is there a missing functionality or is this just a typo? A4:Section 3.16 was inadvertently omitted. Q5: Is this project budgeted for this year? If so what is the budgeted amount? A5:There is no specific amount budgeted at this time. Q6: Does this project have an anticipated timeframe for completion? A6: It is anticipated that this RFP will be presented for award at the City Commission in October 2022. The City is interested in acquiring a product as soon as possible following contract execution. 1 ADDENDUM NO.2 REQUEST FOR PROPOSALS NO.2022-450-KB OPEN-SOURCE INTELLIGENCE(OSINT)AGGREGATOR AND PROCESSING PLATFORM DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC M I AM I BEAC H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach,Florida 33139 www.miamibeachfl.gov Q7: Could you please provide a use case or scenario which would require the use of Scrub Suppression? A7: In this context,the feature refers to the need to automatically anonymize the investigative scrubbing of open-source information on the Surface, Deep and Dark web. Each solution should specify how the proposed platform would legally suppress, secure, and protect the anonymity of investigators without the need for"sock puppet"or multiple accounts. Q8: Does the customer have a preferred or current provider of Facial Recognition Services? A8: No. Q9: Could you please elaborate on, or provide examples of, the types of data in Company Records that the customer would like to be able to search? A9: While carrying out investigative searches, the City would find it helpful to find any relevant information related to companies involved (directly or indirectly) in criminal activity andlor identified as the subjects' places of employment, to include addresses, owners, associates,etc. Q10: Could you please identify any.current OSINT solutions and sources that the Miami Beach PD is using? Would Miami Beach PD expect the selected platform to connect/integrate with these solutions/sources? A10:The City is not currently contracted with any dedicated OSINT scraping solutions. Q11: Please specify the requirements for"cellphone analysis capabilities." All: Please refer to Revision I. Q12:What is the evaluation criteria for the RFP? Al2: Please refer to Section 0400 of the RFP. Q13:What is the anticipated number of user licenses required? A13: Please refer to Q1 response. Any questions regarding. this Addendum should be submitted in writing to the Procurement Department to the • attention of the individual named below,with a copy to the City Clerk's Office at RafaelGranado@miamibeachfl.gov Contact: Telephone: Email: Danny Flores 305-673-7000 ext. 26652 DannyFlores@miamibeachfl.gov Proposers are reminded to acknowledge receipt of this addendum as part of your RFP submission. Potential proposers that have elected not to submit a response to the RFP are requested to complete and return the"Notice to Prospective Bidders"questionnaire with the reason(s)for not submitting a proposal. 2 ADDENDUM NO.2 REQUEST FOR PROPOSALS NO.2022-450-KB OPEN-SOURCE INTELLIGENCE(OSINT)AGGREGATOR AND PROCESSING PLATFORM DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB=4AF3AE7EA4DC M I AM I B E AC I-I PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3d Floor Miami Beach,Florida 33139 www.miamibeachfl.gov ince ely, Al xD Is ocurement Director I 3 ADDENDUM NO.2 REQUEST FOR PROPOSALS NO.2022-450-KB OPEN-SOURCE INTELLIGENCE(OSINT)AGGREGATOR AND PROCESSING PLATFORM DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC M I A M I B E AC H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3ro Floor Miami Beach,Florida 33139 www.miamibeachfl.gov ADDENDUM NO. 1 REQUEST FOR PROPOSALS NO. 2022-450-KB OPEN-SOURCE INTELLIGENCE(OSINT)AGGREGATOR AND PROCESSING PLATFORM August 8,2022 This Addendum to the above-referenced RFP is issued in response to questions from prospective proposers, or other clarifications and revisions issued by the City. The RFP is amended in the following particulars only (deletions are shown by strikethrough and additions are underlined). I. REVISION: RFP DUE DATE AND TIME.The deadline for the electronic receipt of bids is extended until 3:00 p.m.,on Thursday,August 18,2022. All bids received and time stamped through BidSync, prior to the bid submittal deadline shall be accepted as timely submitted. Bids will be opened promptly at the time and date specified. Hard copy bids or bids received electronically, either through email or facsimile, submitted prior to or after the deadline for receipt of bids are not acceptable and will be rejected. Late bids cannot be submitted, bidders are cautioned to plan sufficiently. The City will in no way be responsible for delays caused by technical difficulty or caused by any other occurrence. RESPONSES TO QUESTIONS RECEIVED WILL BE ADDRESSED IN FORTHCOMING ADDENDUM Any questions regarding this Addendum should be submitted in writing to the Procurement Management Department to the attention of the individual named below, with a copy to the City Clerk's Office at RafaelGranado@miamibeachfl.gov Contact: Telephone: Email: Danny Flores 305-673-7000 ext.26652 DannyFlores@miamibeachfl.gov Proposers are reminded to acknowledge receipt of this addendum as part of your RFP submission.. Potential proposers that have elected not to submit a response to the RFP are requested to complete and return the"Notice to Prospective Bidders"questionnaire with the reason(s)for not submitting a proposal.2Si rely, Ale enis Pr urement Director 1 ADDENDUM NO.1 REQUEST FOR PROPOSALS NO.2022-450-KB OPEN-SOURCE INTELLIGENCE(OSINT)AGGREGATOR AND PROCESSING PLATFORM DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC MIAMI BEACH Request for Proposals (RFP) 2022-450-K B Open-Source Intelligence (OSINT) Aggregator and Processing Platform TABLE OF CONTENTS SOLICITATION SECTIONS: 0100 INSTRUCTIONS TO RESPONDENTS 0200 GENERAL CONDITIONS 0300 PROPOSAL SUBMITTAL INSTRUCTIONS & FORMAT 0400 PROPOSAL EVALUATION APPENDICES: APPENDIX A INSURANCE REQUIREMENTS DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC MIAMI BEACH SECTION 0100 INSTRUCTIONS.TO PROPOSERS 1. GENERAL. This Request for Proposals (RFP) is issued by the City of Miami Beach, Florida (the "City"), as the means for prospective Proposers to submit their qualifications, proposed scopes of work, and cost proposals (the "proposal") to the City for the City's consideration as an option in achieving the required scope of services and requirements as noted herein.All documents released in connection with this solicitation,including all appendixes and addenda,whether included herein or released under separate cover,comprise the solicitation, and are complementary to one another and together establish the complete terms, conditions, and obligations of the Proposers and, subsequently,the successful Proposer(s) (the"contractor[s]")if this RFP results in an award. The City utilizes Periscope S2G (formally known as BidSync)(www.periscopeholdings.com or www.bidsvnc.com)for automatic notification of competitive solicitation opportunities and document fulfillment, including the issuance of any addendum to this RFP. Any prospective Proposer who has received this RFP by any means other than through Periscope S2G must register immediately with Periscope S2G to assure it receives any addendum issued to this RFP. Failure to receive an addendum may result in disqualification of proposal submitted. 2. BACKGROUND. The City of Miami Beach Police Department (MBPD) seeks to engage an Open-Source Intelligence (OSINT) aggregator and processing platform. Open-source intelligence(OSINT) is referred to as the gathering of data from such sources as social media, news sources, and the internet in general that allows public safety agencies to stay informed and better prepare of potential community impacts. The expectation surrounding the City's capabilities to effectively investigate suspects, review data associated with criminal acts within the digital landscape,and ultimately identify,analyze,and submit evidence from digital sources for forensic use has increased directly with society's ever-increasing immersion into the digital frontier. In addition to law enforcement sensitive information gathered via dedicated law enforcement platforms,the department requires publicly available electronic information across social media,the open web, the clear web, the deep web, and breaches from the dark web. Detectives and analysts who provide support during investigations currently carry out multiple time- consuming, individual searches across numerous platforms and websites to find critical investigative leads and information. More than 90% of the world's data has been created in the last two years. Every two years, the volume of data worldwide doubles in size. OSINT tools, which alleviate the City from mounting demands for manual review by City personnel of vast amounts of data, are critical to the. City's ability to continue baseline services. Therefore, this solicitation seeks a secure, verified, effective, and efficient social media, public records, and information search platform.The platform shall save time and provide accurate and broad information on individuals of interest as part of investigations,fraud detection and prevention, identity verification, risk assessment, and legislative compliance. The platform selected shall have tools that improve efficiency and accuracy and serve as force multipliers for investigative efforts that currently take considerable time and effort. Information provided by Proposers should only cover tools that leverage the use of open-source information that is compliant with applicable laws and copyrights. Proposers should have significant experience with configuring their solutions for use in law enforcement. 3. PURPOSE. The City of Miami Beach is looking for a platform that can search and retrieve data from a multitude of OSINT sources in a time-saving manner, including but not limited to: DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC MIAMI BEACH • All major social media platforms include Facebook, LinkedIn, Twitter, Instagram, TikTok, Snapchat, and Reddit, at a minimum,with Telegram, Parler, Gab, and other social and chatting platforms. • Publicly available local,state,federal, and international government to include: o vital records o driver and vehicles o active-duty status o verified place of employment o verified bank account locates o insurance o corporate records o tax and bankruptcy records o property and real estate records o court records o deceased records • Publicly available skip tracing data and records • Business and company information and records to include review sites and marketplaces • Publicly available personal information for identity resolution such as reverse mobile and phone numbers, email addresses, physical addresses, IP addresses, employment records, usemames, and domains The platform should also: • Allow users to set alerts or notifications to track and proactively learn about any pertinent changes • Provide association searches between individuals and entities across social media sites,forums, blogs,feeds, and open web • Prioritize actionable intelligence through which to triage pertinent information • Identify objects, images,text, and behaviors • Provide training and technical support as required The successful Bidders platform should have comprehensive search capabilities and return results in a simple to read and understand.Additionally,the platform shall allow for court-ready report format to fully document and reference the source of each result (metadata and data information) to preserve evidence and authenticities. Queries and results may need to be presented in court, and the platform should be able to document and audit all user activities. The platform must allow the City to audit all user activity, including but not limited to logins and logouts, searches, results, downloads, items printed, etc. The platform must provide real-time data collection and data flow via a secure cloud environment where the users IP address and computer attributes are never exposed. Other Platform Capabilities: • No volume or search restrictions—cost-effective flat-rate pricing for unlimited searches • Facial recognition capabilities • Custom solution capabilities • Secure file transferring • Historical location data access • Link analysis capabilities to include relatives and neighbor associations • Cell phone analysis capabilities • Website and app-based platforms • GIS fencing capabilities • Scrub suppression Ideally,the City would like to consider a proven,established(currently functional)platform that meets the stated needs. DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC MIAMI BEACH The City may consider solutions that require some customization from providers experienced in similar platforms. 4.SPECIAL CONDITIONS. 1. TERM OF CONTRACT. The initial term of the contract shall be five (5) years from the acceptance of the platform. 2. OPTIONS TO RENEW. The City Manager may approve additional renewal periods, to be negotiated with the successful proposer. 3. CHANGE OF PROJECT MANAGER. A change in the Consultant's project manager (as well as any replacement) shall be subject to the prior written approval of the City Manager or his designee (who in this case shall be an Assistant City Manager. Replacement (including reassignment) of an approved project manager or public information officer shall not be made without submitting a resume for the replacement staff person and receiving prior written approval of the City Manager or his designee(i.e.the City project manager). 5.ANTICIPATED RFP TIMETABLE.The tentative schedule for this solicitation is as follows: RFP Issued June 24, 2022 Pre-Proposal Meeting . July 7,2022 at 11:00am Join on your computer or mobile app Click here to join the meeting Or call in (audio only) Phone No.: +1 786-636-1480(United States, Miami) • Phone Conference ID: 585 745116, then press# Deadline for Receipt of Questions • August 1,2022 at 5:00pm Responses Due August 11, 2022 at 3:00pm Join on your computer or mobile app Click here to join the meeting Or call in(audio only) Phone No.: +1 786-636-1480(United States, Miami) Phone.Conference ID:753.310 781,then press# Evaluation Committee Review TBD Tentative Commission Approval TBD Contract Negotiations Following Commission Approval 6. PROCUREMENT CONTACT. Any questions or clarifications concerning this solicitation shall be submitted to the Procurement Contact noted below: • Procurement Contact: Telephone: Email: Dann Flores 305 673-7490 x26652 dann. ores• miamibeachfl.gov Additionally, the City Clerk is to be cooled on all communications via email at: RafaelGranado • miamibeachfl.•ov or via facsimile: 786-394-4188. The Bid title/number shall be referenced on all correspondence. All questions or requests for clarification must be received no later than ten (10)calendar days prior to the date proposals are due as scheduled in Section 0200-3. All responses to questions/clarifications will be sent to all prospective Proposers in the form of an addendum. DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC MIAMI BEACH 7. PRE-PROPOSAL MEETING OR SITE VISIT(S). A pre-proposal meeting or site visit(s) may be scheduled. Attendance for the pre-proposal meeting shall be via web conference and recommended as a source of information but is not mandatory. Proposers interested in participating in the Pre-Proposal Meeting must follow these steps: Join on your computer or mobile app Click here to join the meeting Or call in (audio only) Phone No.: +1 786-636-1480(United States, Miami) Phone Conference ID: 585 745116, then press# Proposers who are participating should send an email to the contact person listed in this RFP expressing their intent to participate. 8. PRE-PROPOSAL INTERPRETATIONS. Oral information or responses to questions received by prospective Proposers are not binding on the City and will be without legal effect, including any information received at pre- submittal meeting or site visit(s). The City by means of Addenda will issue interpretations or written addenda clarifications considered necessary by the City in response to questions. Only questions answered by written addenda will be binding and may supersede terms noted in this solicitation.Addendum will be released through Periscope S2G. Any prospective proposer who has received this RFP by any means other than through Periscope S2G must register immediately with Periscope S2G to assure it receives any addendum issued to this RFP. Failure to receive an addendum may result in disqualification of proposal. Written questions should be received no later than the date outlined in the Anticipated RFP Timetable section. 9.CONE OF SILENCE.This RFP is subject to,and all proposers are expected to be or become familiar with,the City's Cone of Silence Requirements, as codified in Section 2-486 of the City Code. Proposers shall be solely responsible for ensuring that all applicable provisions of the City's Cone of Silence are complied with, and shall be subject to any and all sanctions, as prescribed therein, including rendering their response voidable, in the event of such non- compliance. Communications regarding this solicitation are to be submitted in writing to the Procurement Contact named herein with a copy to the City Clerk at rafaelgranado@miamibeachfl.gov 10. ADDITIONAL INFORMATION OR CLARIFICATION. After proposal submittal, the City reserves the right to require additional information from Proposers (or Proposer team members or sub-consultants) to determine: qualifications (including, but not limited to, litigation history, regulatory action, or additional references); and financial capability(including, but not limited to, annual reviewed/audited financial statements with the auditors notes for each of their last two complete fiscal years). 11. PROPOSER'S RESPONSIBILITY. Before submitting a response, each Proposer shall be solely responsible for making any and all investigations, evaluations, and examinations, as it deems necessary, to ascertain all conditions and requirements affecting the full performance of the contract. Ignorance of such conditions and requirements,and/or failure to make such evaluations, investigations, and examinations,will not relieve the Proposer from any obligation to comply with every detail and with all provisions and requirements of the contract, and will not be accepted as a basis for any subsequent claim whatsoever for any monetary consideration on the part of the Proposer. 12.DETERMINATION OF AWARD.The City Manager may appoint an evaluation committee to assist in the evaluation of proposals received.The evaluation committee is advisory only to the city manager.The city manager may consider the information provided by the evaluation committee process and/or may utilize other information deemed relevant. The City Manager's recommendation need not be consistent with the information provided by the evaluation committee process and takes into consideration Miami Beach City Code Section 2-369, including the following considerations: DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC MIAMI BEACH (1,)The ability, capacity and skill of the Proposer to perform the contract. (2)Whether the Proposer can perform the contract within the time specified,without delay or interference. (3)The character, integrity, reputation,judgment, experience and efficiency of the Proposer. (4)The quality of performance of previous contracts. (5)The previous and existing compliance by the Proposer with laws and ordinances relating to the contract. The City Manager may recommend to the City Commission the Proposer(s)s/he deems to be in the best interest of the City or may recommend rejection of all proposals. The City Commission shall consider the City Manager's recommendation and may approve such recommendation. The City Commission may also, at its option, reject the City Manager's recommendation and select another Proposal or Proposals which it deems to be in the best interest of the City,or it may also reject all Proposals. • 13.NEGOTIATIONS.Following selection,the City reserves the right to enter into further negotiations with the selected Proposer. Notwithstanding the preceding, the City is in no way obligated to enter into a contract with the selected Proposer in the event the parties are unable to negotiate a contract. It is also understood and acknowledged by Proposers that no property, contract or legal rights of any kind shall be. created at any time until and unless an Agreement has been agreed to; approved by the City; and executed by the parties. 14. E-VERIFY. As a contractor you are obligated to comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility." Therefore, you shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 15. PERISCOPE S2G (FORMALLY BIDSYNC). The Procurement Department utilizes Periscope S2G, Supplier-to- Government electronic bidding (e-Bid) platform. If you would like to be notified of available competitive solicitations released by the City you must register and complete your vendor qualifications through Periscope S2G, Supplier-to- Government www.bidsvnc.com/Miami-Beach. Registration is easy and will only take a few minutes. For detailed instructions on how to register, complete vendor qualifications and submit electronic bids visit https://www.miamibeachfl:gov/city-hall/procurement/for-approval-how-to-become-a-vendor/. Should you have any questions regarding this system or registration, please visit the above link or contact Periscope S2G, Supplier-to-Government at support at bidsvnc.com or 800.990.9339,option 1,option 1. 16. HOW TO MANAGE OR CREATE A VENDOR PROFILE ON VENDOR SELF SERVICE (VSS). In addition to registering with Periscope S2G, the City encourages vendors to register with our online Vendor Self- Service web page, allowing City vendors to easily update contacts, attachments (W-9), and commodity information. The Vendor Self-Service(VSS)webpage(https://selfservice.miamibeachfl.gov/vss/Vendors/default.aspx)will also provide you with purchase orders and payment information. Should you have any questions and/or comments,do not hesitate to submit them to vendorsupporte..miamibeachfl.gov 17. SUPPLIER DIVERSITY. In an effort to increase the number and diversity of supplier options in the procurement of goods and services, the City has established a registry of LGBT-owned businesses, as certified by the National LGBT Chamber of Commerce(NGLCC)and small and disadvantaged businesses,as certified by Miami-Dade County. See authorizing resolutions here. DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC MIAMI BEACH If your company is certified as an LGBT-owned business by NGLCC, or as a small or disadvantaged business by Miami-Dade County, click on the link below to be added to the City's supplier registry(Vendor Self-Service) and bid system(Periscope S2G,Supplier-to-Government).These are two different systems and it is important that you register for both. Click to see acceptable certification and to register: https://www.miamibeachfl.gov/city-hall/procurement/how-to- become-a-vendor/. Balance of Page Intentionally Left Blank DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC MIAMI BEACH SECTION 0200 GENERAL CONDITIONS TERMS & CONDITIONS —SERVICES. By virtue of submitting a proposal in response to this solicitation, proposer agrees to be bound by and in compliance with the Terms and Conditions for Services (version dated April 13, 2020), incorporated herein,which may be found at the following link: https://www.miamibeachfl.gov/city-ha11/procurement/standard-terms-and-conditions/ Balance of Pape Intentionally Left Blank DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC SECTION 0300 PROPOSAL SUBMITTAL INSTRUCTIONS AND FORMAT 1.ELECTRONIC RESPONSES(ONLY).Proposals must be submitted electronically through Periscope S2G(formerly BidSync) on or before the date and time indicated. Hard copy proposals or proposals received through email.or facsimile are not acceptable and will be rejected. A proposer may submit a modified proposal to replace all or any portion of.a previously submitted proposal until the deadline for proposal submittals. The City will only consider the latest version of the bid. Electronic proposal submissions may require the uploading of attachments. All documents should be attached as separate files in accordance with the instructions included in Section 4, below. Attachments containing embedded documents or proprietary file extensions are prohibited. It is the Bidders responsibility to assure that its bid, including all attachments, is uploaded successfully. Only proposal submittals received, and time stamped by Periscope S2G (formerly BidSync) prior to the proposal submittal deadline shall be accepted as timely submitted. Late bids cannot be submitted and will not be accepted. Bidders are cautioned to allow sufficient time for the submittal of bids and uploading of attachments. Any technical issues must be submitted to Periscope S2G (formerly BidSync) by contacting (800) 990-9339 (toll free) or S2Gaperiscopeholdings.com.The City cannot assist with technical issues regarding submittals and will in no way be responsible for delays caused by any technical or other issue. It is the sole responsibility of each Bidder to ensure its proposal is successfully submitted in BidSync prior to the deadline for proposal submittals. 2. NON-RESPONSIVENESS. Failure to submit the following requirements shall result in a determination of non- responsiveness. Non-responsive proposals will not be considered. 1. Bid Submittal Questionnaire(Submitted electronically via Periscope S2G) 2. Minimum Requirement Compliance(Tab 1) 2. Cost Proposal(Tab 5) 3.OMITTED OR ADDITIONAL INFORMATION. Failure to complete and submit the Bid Submittal Questionnaire (submitted electronically)and the Cost Proposal with the bid and by the deadline for submittals shall render a proposal non-responsive. Non-Responsive proposals will not be considered. With the exception of the Bid Submittal Questionnaire (completed and submitted electronically) and the Cost Proposal, the City reserves the right to seek any omitted information/documentation or any additional information from Proposer or other source(s), including but not limited to: any firm or principal information, applicable licensure, resumes of relevant individuals, client information, financial information, or any information the City deems necessary to evaluate the capacity of the Proposer to perform in accordance with contract requirements. Failure to submit any omitted or additional information in accordance with the City's request shall result in proposal being deemed non-responsive. 4. ELECTRONIC PROPOSAL FORMAT. In order to maintain comparability, facilitate the review process and assist the Evaluation Committee in review of proposals, it is strongly recommended that proposals be organized and tabbed in accordance with the tabs,and sections as specified below.The electronic submittal should be tabbed as enumerated below and contain a table of contents with page references. The electronic proposal shall be submitted through the 'tine Items"attachment tab in Periscope S2G. TAB 1 Cover Letter,Table of Contents and Minimum Requirement(s) 1.1 Cover Letter and Table of Contents.The cover letter must indicate Proposer and Proposer Primary Contact for the purposes of this solicitation. 1.2 Minimum Requirement(s). DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 1.2.1 The Bidder or its principal(s) must have a minimum of three(3)contracts with other government, legal, and/or law enforcement agencies within the last five(5)years. Submittal Requirement: For each contract that complies with the requirement above, submit the name, detailed contract description, start and completion dates, contract agency, and project contact information (phone and email). TAB 2 Experience&Qualifications 2.1 Qualifications of Proposing Firm. Provide evidence that the proposed solution is an established, proven platform explicitly designed to meet the needs defined herein and used by public sector agencies successfully. For each project that the Proposer submits as evidence of experience for the firm and/or any principal,the following is required: 1) project description, 2 application solution furnished & implemented, 3) agency name, 4) agency contact, 5) contact telephone & email. For each project, identify whether the experience is for the firm or for a principal (include name of principal). 2.2 Qualifications of Proposer Team.Provide an organizational chart of all personnel and consultants to be used for this project if awarded, the role that each team member will play in providing the services detailed herein, including but not limited to platform development, installation, implementation, and support of the software product and each team members'qualifications.A resume of each individual,including education,experience,and any other pertinent information, shall be included for each team member to be assigned to this contract. TAB 3 Platform Functionality Submit detailed information on the proposed platform functionalities, including but not limited to the following: 3.1 Users'ability to set alerts or notifications to track and proactively learn about any pertinent changes 3.2 Association of searches between individuals and entities across social media sites, forums, blogs, feeds, and open web 3.3 Prioritization of actionable intelligence through which to triage pertinent information 3.4 Identifying objects, images, text, and behaviors audits all user activity, including but not limited to logins and logouts, searches, results,downloads, items printed, etc. 3.5 Real-time data collection and data flow 3.6 No volume or search restrictions—cost-effective flat-rate pricing for unlimited searches 3.7 Facial recognition capabilities 3.8 Custom solution capabilities 3.9 Secure file transferring 3.10 Historical location data access 3.11 Link analysis capabilities to include relatives and neighbor associations 3.12 Cell phone analysis capabilities 3.13 Website and app-based platforms 3.14 GIS fencing capabilities 3.15 Scrub suppression 3.17 Provision of information suitable for link analysis and data mining 3.18 Utilization and automation of complex algorithms and analysis relevant to OSINT work with social media content 3.19 Data anonymization of user activity and full control over user activity logs 3.20 Ability to analyze OSINT social media content and dark web sources 3.21 Ability to pull and/or analyze and present data from company and people search sites(i.e. Pipl, Spokeo, etc.) 3.22 Ability to display videos from social media sources on a geospatial platform in real-time DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 3.23 "Single pane of glass"or centralized graphical user interface for improved user experience TAB 4 Approach and Methodology Submit detailed information addressing how the proposed solution will achieve each portion of the scope of services and technical requirements outlined in Appendix A, Scope of Work and Specifications, including but not limited to project planning and implementation(4.1),training (4.2),and maintenance/support information (4.3): 4.1 Project Planning and Implementation Information 4.1.1 Provide a complete sample project plan for this project. Include your firm's approach to project management, implementation, migration,and training issues. Describe any integration capabilities and existing integrations available. Describe the implementation strategy that would be employed to successfully complete the project as well as meet the requirements of the City within the required timeline. 4.1.2 Include a sample project schedule based on the above project plan. Indicate the significant "milestones"in a project of this nature and magnitude. 4.2 Training Information 4.2.1 Describe the training program approach for the City. Include Administrator, Power User, and Full User roles, including in-house training ("Live"). 4.2.2 Describe all training manuals and formats available. Describe other methods or training available to City users. 4.3 Maintenance/Support 4.3.1 Describe the levels and types of ongoing platform support and maintenance provided by your firm. Specify the current version of your platform, next major upgrade, how often the platform is upgraded, and how the upgrades are accomplished. 4.3.2 Indicate how support would be provided to the City(hotline telephone support,email,on-site, helpdesk, etc.). Describe the support escalation process should initial methods of support not adequately address the issue(s). TAB 5 Cost Proposal Pricing: Provide complete, detailed pricing on all aspects of the project. Prices should be provided on the following, at a minimum: 5.1 License(s) — Indicate whether licensing is based on site licenses, concurrent users, or named users or combinations thereof. Provide relevant firm pricing. If applicable, indicate the next level of pricing if the number of users is increased. 5.2 Support/Maintenance—Indicate support/maintenance costs for the initial term of the contract and also for the renewal years. Define whether these costs are fixed or based on a percentage of licensing costs. Indicate which services are included and which are optional. Indicate when support/maintenance costs are due in relation to "go-live" and when they become effective. 5.3 Costs per Project Phases— Provide a lump sum price for integration, data conversion, and implementation. Provide details of anticipated effort and time required. 5.3.1 Other Additional/Optional Services Costs—Provide an hourly/daily rate, as well as an estimate of the amount of time required to provide each of the following services, if applicable: DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC • customization of platform; • additional training sessions, if required; • report customization;and • any other potential costs not included in the above. Balance of Page Intentionally Left Blank DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC SECTION 0400 PROPOSAL EVALUATION 1.EVALUATION COMMITTEE INITIAL REVIEW OF PROPOSALS.An Evaluation Committee, appointed by the City Manager, shall meet to evaluate and rank each responsive Statement of Qualifications received in accordance with the criteria set forth in Sub-section 4 below. The Evaluation Committee may complete the initial review of proposals with or without presentations.The Evaluation Committee's scores and rankings are only advisory to the City Manager, who will utilize the results to take one of the following actions: a. Recommend that the City Commission authorize negotiations or award a contract to one or more firms in accordance with Section 0100, Sub-section 10;or b. Recommend that the City Commission short-list one or more firms for further consideration by the Evaluation Committee; or c. Recommend to the City Commission that all firms, if more than one(1)responsive submittal is received, be rejected. 2. PRESENTATIONS BY SHORT-LISTED FIRMS. If a short-listing of firms responding to this RFP is approved, the short-listed firms may be required to make presentations to and be interviewed by the Evaluation Committee. In further considering the short-listed firms,the Evaluation Committee will utilize the criteria set forth in Sub-section 4 below. 3.TECHNICAL ADVISORS.The City, in its discretion, may utilize technical or other advisers to assist the evaluation committee or the City Manager in the evaluation of proposals. 4. QUALITATIVE AND QUANTITATIVE CRITERIA.The first step will consist of the qualitative criteria listed below to be considered by the Evaluation Committee.The second step will consist of quantitative criteria established below to be added to the Evaluation Committee results by the Procurement Department. Qualitative Criteria Maximum Points Experience and Qualifications 30 Platform Functionalities 45 Approach and Methodology 10 Cost 15 TOTAL AVAILABLE POINTS 100 Quantitative Criteria Maximum Points Veterans Preference 5 TOTAL AVAILABLE POINTS 5 4. COST. In considering cost, or any other factor, quantitative factors, the City Manager may consider any feedback or information provided by staff, consultants or any other third-party in developing an award recommendation in accordance with Sub-section 5 below. 5.DETERMINATION OF AWARD.The City Manager shall consider qualitative and quantitative factors,in accordance with Sub-section 2 and 3 above,to recommend the proposer(s)he deems to be in the best interest of the City, or may recommend rejection of all proposals. The City Manager's recommendation need not be consistent with the scoring results of the Evaluation Committee process, if applicable, and shall take into consideration Miami Beach City Code Section 2-369, including the following considerations: (1)The ability, capacity and skill of the Proposer to perform the contract. (2)Whether the Proposer can perform the contract within the time specified,without delay or interference. DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC (3)The character, integrity, reputation,judgment, experience and efficiency of the Proposer. (4)The quality of performance of previous contracts. (5)The previous and existing compliance by the Proposer with laws and ordinances relating to the contract. The City Commission shall consider the City Manager's recommendation and may approve such recommendation'. The City Commission may also,at its option, reject the City Manager's recommendation and select another Proposer(s)which it deems to be in the best interest of the City,or it may also reject all Proposals. 6.NEGOTIATIONS.Following selection,the City reserves the right to enter into further negotiations with the selected Proposer(s). Notwithstanding the preceding,the City is in no way obligated to enter into a contract with the selected Proposer in the event the parties are unable to negotiate a contract. It is also understood and acknowledged by Proposers that no property, contract or legal rights of any kind shall be created at any time until and unless an Agreement has been agreed to; approved by the City; and executed by the parties. Balance of Page Intentionally Left Blank DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC APPENDIX A M I AM I BEACH Insurance Requirements R F P 2022-450-K B Open-Source Intelligence (OSINT) Aggregator and Processing Platform PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC MIAMI BEACH INSURANCE REQUIREMENTS This document sets forth the minimum levels of insurance that the contractor is required to maintain throughout the term of the contract and any renewal periods. The vendor shall maintain the below required insurance in effect prior to awarding the contract and for the duration of the contract. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage may be treated as a material breach of the contract, which could result in withholding of payments or termination of the contract. A. Worker's Compensation Insurance for all employees of the vendor as required by Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should the Vendor be exempt from this Statute, the Vendor and each employee shall hold the City harmless from any injury incurred during performance of the Contract.The exempt Vendor shall also submit(i)a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or(ii) a copy of a Certificate of Exemption. B. _ Professional Liability(Errors&Omissions) Insurance appropriate to the Consultant's profession, with limit no less than$2,000,000. C. Cyber Liability in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City of Miami Beach that will be in the care, custody, or control of the vendor. Additional Insured-City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation) arising out of work or operations performed on behalf of the contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the contractor's insurance. Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach do EXIGIS Insurance Compliance Services. Waiver of Subrogation —Vendor agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However,this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. Acceptability of Insurers—Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds.(i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. Verification of Coverage—Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The City DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER MUST READ: CITY OF MIAMI BEACH c/o EXIGIS Insurance Compliance Services P.O. Box 4668—ECM#35050 New York, NY 10163-4668 Kindly submit all certificates of insurance, endorsements,exemption letters to our servicing agent, EXIGIS, at: • Certificates-miamibeach(a riskworks.com Special Risks or Circumstances - The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage,or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this Agreement. DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC ATTACHMENT C SUNBIZ &PROPOSAL RESPONSE TO RFP DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Department of State Division of Corporations Entity Information Return to Results Return to Search Entity Details ENTITY NAME:SKOPENOW INC. DOS ID:4967646 FOREIGN LEGAL NAME: FICTITIOUS NAME: ENTITY TYPE:FOREIGN BUSINESS CORPORATION DURATION DATE/LATEST DATE OF DISSOLUTION: SECTIONOF LAW:1304 BCL-BUSINESS CORPORATION LAW ENTITY STATUS:ACTIVE DATE OF INITIAL DOS.FILING:06/23/2016 REASON,FOR STATUS: EFFECTIVE DATE INITIAL FILING:06/23/2016 INACTIVE DATE: FOREIGN FORMATION DATE:05/17/2016 STATEMENT STATUS:PAST DUE DATE COUNTY:NASSAU NEXT STATEMENT DUE DATE:06/30/2020 JURISDICTION:DELAWARE,UNITED STATES NFP CATEGORY: ENTITY DISPLAY NAME HISTORY FILING HISTORY MERGER HISTORY ASSUMED NAME HISTORY Service of Process Name and Address Name: THE CORPORATION Address: 12 EAST 49TH STREET,NEW YORK,NY,UNITED STATES,10017 Chief Executive Officer's Name and Address Name: ROB DOUGLAS Address: 349 5TH AVENUE,NEW YORK,NY,UNITED STATES, 10017 Principal Executive Office Address Address: 349 5TH AVENUE,NEW YORK,NY,UNITED STATES,10017 Registered Agent Name and Address Name: Address: Entity Primary Location Name and Address Name: Address: Farmcorpflag Is The Entity A Farm Corporation: NO Stock Information DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4D9_ jer or Sheree Value Per Share BID SUBMITTAL Ol1ESTIONNAIRF_ DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC CERTIFICATION FOR4','j This document is a REQUIRED FORM that must be submitted fully completed and submitted. Solicitation No: Solicitation Title: 2022-450-KB Open-Source Intelligence (OSINT) Aggregator + Processing Platform. BIDDERS NAME:Skopenow,Inc • NO.OF YEARS IN BUSINESS:7 NO.OF YEARS IN BUSINESS LOCALLY: NO.OF EMPLOYEES:50 OTHER NAME(S)BIDDER HAS OPERATED UNDER IN THE LAST 10 YEARS:Skopenow BIDDER PRIMARY ADDRESS(HEADQUARTERS):12 East 49th Street CITY:NewYmk STATE:NY ZIP CODE:10017 TELEPHONE NO.:5402025162 TOLL FREE NO.: FAX NO.: BIDDER LOCAL ADDRESS: CITY: STATE: ZIP CODE: PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT Corey Jacobsen ACCOUNT REP TELEPHONE NO.:5402025162 ACCOUNT REP TOLL FREE NO.: ACCOUNT REP EMAIL corey@skapenontcom • FEDERAL TAX IDENTIFICATION NO.:812816963 By virtue of submitting a bid,bidder agrees:a)to complete and unconditional acceptance of the terms and conditions of this document, inclusive of this solicitation, all specifications, attachments, exhibits and appendices and the contents of any Addenda released hereto; b)to be bound, at a minimum, to any and all specifications, terms and conditions contained herein or Addenda; c) that the bidder has not divulged, discussed, or compared the proposal with other bidders and has not colluded with any other bidder or party to any other bid;d)that bidder acknowledges that all information contained herein is part of the public domain as defined by the State of Florida Sunshine and Public Records Laws; e) the bidder agrees if this bid is accepted, to execute an appropriate City of Miami Beach document for the purpose of establishing a formal contractual relationship between the bidder and the City of Miami Beach, Florida,for the performance of all requirements to which the bid pertains; and f)that all responses,data and information contained in the bid submittal are true and accurate. The individual named below affirms that s/he: is a principal of the applicant duly authorized to execute this questionnaire, and that the contents of said document(s)are complete,true,and correct to the best of his/her knowledge and belief. Name of Bidder's Authorized Representative: Title of Bidder's Authorized Robert Douglas Re Representative: DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC IF ADDENDUM After issuance of solicitation, the City may release one or more addendum to the solicitation, which may provide additional information to bidders or alter solicitation requirements. The City will strive to reach every bidder having received solicitation through the City's a procurement system. However, bidders are solely responsible for assuring they have received any and all addendum issued pursuant to solicitation. This Acknowledgement of Addendum section certifies that the bidder has received all addendum released by the City pursuant to this solicitation. Failure to obtain and acknowledge receipt of all addenda may result in proposal disqualification. Enter Initial to Enter Initial to Enter Initial to Confirm Confirm Confirm Receipt Receipt Receipt Addendum 1 Addendum 6 Addendum 11 Addendum 2 Addendum 7 Addendum 12 Addendum 3 Addendum 8 Addendum 13 Addendum 4 Addendum 9 Addendum 14 Addendum 5 Addendum 10 Addendum 15 If additional confirmation of addendum is required,submit under separate cover. SECTION 3- CONFLICT OF INTEREST All bidders must disclose the name(s) of any officer director, agent or immediate family member(spouse, parent, sibling, and child) who is also an employee of the City of Miami Beach. Further, all bidders must disclose the name of any City employee who owns, either directly or indirectly, an interest of ten (10%).percent or more in the bidder entity or any of its affiliates. p YES p NO If yes, please disclose the name(s): FIRST AND LAST NAME OCCUPATION 1 2 3 4 5 6 SECTION 4- FINANCIAL CAPACITY When requested by the City, each bidder shall arrange for Dun & Bradstreet to submit a Supplier Qualification Report (S QR) directly to the City. No proposal will be considered without receipt,.by the City, of the SQR directly from Dun & Bradstreet. The cost of the preparation of the SQR shall be the'responsibility of the bidder. The bidder shall request the SQR report from D&B at: https://supplierportaLdnb.com/webapp/wcs/stores/servlet/SupplierPortal?storeld=11696 Bidders are responsible for the accuracy of the information contained in its SQR. It is highly recommended that each bidder review the information contained in its SQR for accuracy prior to submittal-to the City and as early as possible in the solicitation process. For assistance with any portion of the SQR submittal process, contact Dun &Bradstreet at 800-424-2495. At time of request, bidder shall request that Dun & Bradstreet submit its Supplier Qualifier Report directly to the City, with bid or within three (3) days of request. SECTI&N 5 - MO ATORIUM ON TRAVEL TO AND THE PURCHASE OF GOODS OR SERVICES FROM MISSISSIPPI Pursuant to Resolution 2016-29375, the City of Miami Beach, Florida, prohibits official City travel to the state of Mississippi, as well as the purchase of goods or services sourced in Mississippi. Bidder shall agree that no travel shall occur on behalf of the City of Miami Beach to Mississippi, nor shall any product or services it provides to the City be sourced from this state. By virtue of submitting bid, bidder agrees it is and shall remain in full compliance with Resolution 2016-29375 https://www.miamibeachfl.gov/wp-content/uploads/2017/11/2016-29375-Resolution-Vendor-Moratorium-for-Services- Sources-from-North-Carolina-f�lississippi=l.pdf DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC SECTION 6- REFERENCES AND PAST PERFORMANCE Project No. 2022-450-KB Project Title Open-Source Intelligence (OSINT)Aggregator+Processing Platform Bidder shall submit at least three (3) references for whom the bidder has completed work similar in size and nature as the work referenced in solicitation. Reference No.1 Firm Name: Westchester County Police Department Contact Individual Name and Title: Danielle O'Mara-Senior Crime Analyst Address: 1 Saw Mill River Parkway, Hawthrone, NY 10532 Telephone: (914)864-7820 Contact's Email: dmod@westchestergov.com Narrative on Scope of Services Provided: The Westchester County Police Departments s Real-Time Crime Center utilizes Skopenow to identify,track,and monitor potential suspects involved in hate crimes, human trafficking, gangs, and drug trafficking investigations. With recent school safety initiatives, the analyst team uses Skopenow to identify and monitor threats on social media and conduct threat assessments and security risk assessments across the school districts. Reference No.2 Firm Name: Colorado Springs Police Department Contact Individual Name and Title: Molly Miles-Criminal Intelligence Supervisor Address: 3755 Mark Dabling Blvd Colorado Springs, CO 80907 Telephone: (719)444-7625 Contact's Email: molly..miles@coloradosprings.gov Narrative on Scope of Services Provided: The Colorado Springs Police Department implemented Skopenow in March of 2022 to help the Criminal Intelligence team identify threats and streamline investigations related to gun crimes,human trafficking,financial fraud,and drug trafficking. Reference No.3 Contact Individual Name and Title: Lt. Mark Carroll -Counter-Terrorism/Criminal Intelligence Bureau Address: 250 Patriot Way Naples, FL 34104 Telephone: (239)252-0414 Contact's Email: mark.carroll@colliersheriff.org Narrative on Scope of Services Provided: Crime Analysts in the Collier County Sheriffs s Office Real-Time Operations Center and Intelligence Bureau utilize Skopenow to collect, analyze, and disseminate criminal intelligence related to gang activity, threat assessment, counter- terrorism investigations,and school safety initiatives. Ad DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Firm Name: Contact Individual Name and Title: Address: Telephone: Contact's Email: Narrative on Scope of Services Provided: SECTION 7 -STANDARD TERMS AND CONDITIONS The Standard Terms and Conditions are available at https://www.miamibeachfl.gov/city-hall/procurement/standard-terms- and-conditions/ By virtue of submitting a bid bidder attests that they have read am iiiderstand the applicable Standard Terms and Conditions as indicated in the solicitation. Project No. 2022-450-KB Project Title Open-Source Intelligence (OSINT)Aggregator+Processing Platform SECTION 8-VENDOR CAMPAIGN CONTRIBUTIONS Bidders are expected to be or become familiar with, the City's Campaign Finance Reform laws, as codified in Sections 2- 487 through 2-490 of the City Code https://library.municode.com/fl/miami_beach/codes/code_of_ordinances? nodeld=SPAGEOR CH2AD. ARTVIISTCO DIV5CAFIRE Bidders shall be sorely responsible for ensuring that all applicable provisions of the City's Campaign Finance Reform laws are complied with, and shall be subject to any and all sanctions, as prescribed therein, including disqualification of their bid submittal, in the event of such non-compliance. Are there any individuals or entities (including your sub-consultants) with a controlling financial interest which have contributed to the campaign either directly or indirectly, of a candidate who has been elected to the office of Mayor or City Commissioner for the City of Miami Beach. O YES p NO If yes, list name (first and last name) of individuals, occupation,.amount and date: First and Last Name Contributor Occupation Amount Date of Contribution 1 2 3 4 5 6 7 8 9 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 1RMENT, OR CONTRACT CANCELLATION Has bidder ever been debarred, suspended or other legal violation, or had a contract cancelled due to non-performance by any public sector agency? 0 YES p NO If answer to above is"YES," bidder shall submit a statement detailing the reasons that led to action(s): SECTION 9 n e Ana DAB RIPPJFPITc prim FRAM nvrpc SPOUSES AND EMPLOYEES WITH DOI'.,ESTIC PARTNERS When awarding competitively solicited contracts valued at over$100,000 whose contractors maintain 51 or more full time employees on their payrolls during 20 or more calendar work weeks, the Equal Benefits for Domestic Partners Ordinance 2005-3494 requires certain contractors doing business with the City of Miami Beach,who are awarded a contract pursuant to competitive bids,to provide "Equal Benefits"to their employees with domestic partners, as they provide to employees with spouses.The Ordinance applies to all employees of a Contractor who work within the City limits of the City of Miami Beach, Florida; and the Contractor's employees located in the United States, but outside of the City of Miami Beach limits,who are directly performing work on the contract within the City of Miami Beach. Does bidder provide or offer access to any benefits to employees withrspouses or to spous s of employees? 51 NO Does bidder provide or offer access to any benefits to employees with (same or opposite sex) domestic partners or to domestic partners of employees? 0 YES p NO Please check all benefits that apply to your answers above and list in the"other"section any additional benefits not already specified. Note: some benefits are provided to employees because they have a spouse or domestic partner, such as bereavement leave; other benefits are provided directly to the spouse or domestic partner, such as medical insurance. Bidder Provides for Bidder Provides for Bidder does not BENEFIT Employees with Employees with Provide Benefit Spouses Domestic Partners Health Sick Leave Family Medical Leave Bereavement Leave If Bidders cannot offer a benefit to domestic partners because of reasons outside your control, (e.g.,there are no insurance providers in your area willing to offer domestic partner coverage)you may be eligible for Reasonable Measures compliance.To comply on this basis, you must agree to pay a cash equivalent and submit a completed Reasonable Measures Application with all necessary documentation. Your Reasonable Measures Application will be reviewed for consideration by the City Manager, or his designee. Approval is not guaranteed and the City Manager's decision is final. Further information on the Equal Benefits requirement is available at http://www.miamibeachfl.gov/city-hall/procurement/procurement-related-ordinance-and-procedures/ DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC SECTION 11 a BYRD ANTI-LOBBYING AMENDMENT CERTIFICATION FORM APPENDIX A,44 C.F.R.PART 18—CERTIFICATION REGARDING LOBBYING Certification for Contracts,Grants,Loans,and Cooperative Agreements The undersigned Contractor certifies,to the best of his or her knowledge,that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant,the making of any Federal loan,the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract,grant,loan,or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying, in accordance with its instructions. 3.The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. The undersigned Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition,the Contractor understands and agrees that the provisions of 31 U.S.C. §3801 et seq., apply to this certification and disclosure,if any. By virtue of submitting bid, bidder certifies or affirms its compliance with the Byrd Anti-Lobbying Amendment Certification. Name of Bidder's Authorized Representative: ' Title of Bidder's Authorized Robert Douglas Representative: CEO DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC SECTION 12-SUSPENSION AND DEBARMENT CERTIFICATION The Contractor acknowledges that: (1)This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000.As such the contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded(defined at 2 C.F.R.§180.940)or disqualified(defined at 2 C.F.R.§ 180.935). (2)The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3)This certification is a material representation of fact relied upon by the City. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies,including but not limited to suspension and/or debarment. (4)The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions." By virtue of submitting bid, bidder certifies or affirms its compliance with the Suspension and Debarment Certification. Name of Bidder's Authorized Representative: Title of Bidder's Authorized Robert Douglas Re Representative: O SECTION 13-SMALL AND DISADVANTAGED BUSINESS CERTIFICATION Pursuant to Resolution 2020-31519,the City is tracking the Small and Disadvantaged Businesses,as certified by Miami-Dade County that have been certified as Small or Disadvantaged Business by Miami-Dade County. Does bidder possess Small or Disadvantaged Business certification by Miami-Dade County? ci YES p NO SECTION 14- LGBT BUSINESS ENTERPRISE CERTIFICATION Pursuant to Resolution 2020-31342, the City is tracking the utilization of LGBT owned firms that have been certified as an LGBT Business Enterprise by the National Gay and Lesbian Chamber of Commerce(NGLCC). Does bidder possess LGBT Business Enterprise Certification by the NGLCC? YES 0 NO SECTION 15 m CONE OF SILENCE Pursuant to Section 2-486 of the City Code, all procurement solicitations once advertised and until an award recommendation has been forwarded to the City Commission by the City Manager are under the "Cone of Silence." The Cone of Silence ordinance is available at https://library.municode.com/fI/miami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV4PR 52-486COSI Any communication or inquiry in reference to this solicitation with any City employee or City official is strictly prohibited with the of exception communications with the Procurement Director, or his/her administrative staff responsible for administering the procurement process for this solicitation providing said communication is limited to matters of process or procedure regarding the solicitation. Communications regarding this solicitation are to be submitted in writing to the Procurement Contact named herein with a copy to the City Clerk at rafaelgranado@miamibeachfl.gov Vendor attests that they have read, understand, and are in compliance with the Cone of Silence Ordinance, pursuant to Section 2- 486 of the City Code? 0 YES 0 NO DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC IDE OF BUSINESS ETHICS Pursuant to City Resolution No.2000-37879,the Bidder shall adopt a Code of Business Ethics ("Code") and submit that Code to the Procurement Division with its response or within three (3) days upon receipt of request.The Code shall, at a minimum, require the Bidder, to comply with all applicable governmental rules and regulations including, among others, the conflict of interest, lobbying and ethics provision of the City of Miami Beach and Miami Dade County. Bidder shall submit firm's Code of Business Ethics within three(3)of request by the City.In lieu of submitting Code of Business Ethics, Vendor may indicate that it will adopt as required in the ordinance, the City of Miami Beach Code of Ethics, available at http://www.miamibeachfl.gov/city-hall/procurement/procurement-related-ordinance-and-procedures/ Bidder adopts the City of Miami Beach Code of Business Ethics? p YES O NO Bidder will submit firm's Code of Business Ethics within three(3)dai s of request by the City? p NO SECTION 17—DRUG FREE WORKPLACE CERTIFICATION The Drug Free Workplace Certification is available at: https://www.miamibeachfl.gov/wp-content/uploads/2019/04/DRUG-FREE-WORKPLACE-CERTIFICATION.pdf By virtue of submitting bid, bidder certifies or affirms it has adopted policies, practices and standards consistent with the City's Drug Free Workplace Certification. SECTION 18-LOB' YIST REGIST" 'TION REQUIREMENTS This solicitation is subject to,and all bidders are expected to be or become familiar with,all City lobbyist laws. Bidders shall be solely responsible for ensuring that all City lobbyist laws are complied with, and shall be subject to any and all sanctions, as prescribed therein, including,without limitation,disqualification of their responses, in the event of such non-compliance. By virtue of submitting bid, bidder certifies or affirms that they have read and understand the above Lobbyist Registration Requirements. SECTION 19—NON-DISCRIMINATION The Non-Discrimination ordinance is available at: https://library.municode.com/fl/miami beach/codes/code of ordinances?nodeld=SPAGEOR CH2AD ARTVIPR DIV3COPR S2- 375NSCCOREWA By virtue of submitting bid, bidder agrees it is and shall remain in full compliance with Section 2-375 of the City of Miami Beach City Code. SECTION 20—FAIR CHANCE RE•UIREME; T The Fair Chance Ordinance No.2016-4012 is available at: https://Iibrary.municode.com/fl/miami beach/codes/code of ordinances?nodeld=SPAGEOR CH62HURE ARTVFACHOR By virtue of submitting bid, bidder certifies that it has adopted policies, practices and standards consistent with the City's Fair Chance Ordinance. Bidder agrees to provide the City with supporting documentation evidencing its compliance upon request. Bidder further agrees that any breach of the representations made herein shall constitute a material breach of contract, and shall entitle the City to the immediate termination for cause of the agreement, in addition to any damages that may be available at law and in equity. SECTION 21—PUBLIC ENTITY CRIMES Please refer to Section 287.133(2)(a), Florida Statutes,available at: https://www.flsenate.gov/Laws/Statutes/2012/287.133 By virtue of submitting bid, bidder agrees with the requirements of Section 287.133, Florida Statutes, and certifies it has not been placed on convicted vendor list. DocuSign Envelope ID:E254FDBE-6F11-45E1-91_CB-4AF3AE7EA4D C_ JSINESS ENTERPRISES PREFERENCE Pursuant to City of Miami Beach Ordinance No. 2011- 3748 hops://Iibrary.municode.com/fI/miami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIPR DIV3COPR 52-374PRPRPRVECOGOCOSE the City shall give a preference to a responsive and responsible bidder which is a small-business concern owned and controlled by a veteran(s) or which is a service-disabled veteran business enterprise, and which is within five percent(5%) of the lowest and best bidder, by providing such bidder an opportunity of providing said goods or contractual services for the lowest responsive bid amount. Whenever, as a result of the foregoing preference,the adjusted prices of two(2) or more bidders which are a small business concern owned and controlled by a veteran(s) or a service-disabled veteran business enterprise constitute the lowest bid pursuant to an ITB, RFP, RFQ, ITN or oral or written request for quotation, and such bids are responsive, responsible and otherwise equal with respect to quality and service, then the award shall be made to the service-disabled veteran business enterprise. Is the bidder a service-disabled veteran business enterprise certified by the State of Florida? 0 YES p NO Is the bidder a service-disabled veteran business enterprise certified by the United States Federal Government? 0 YES p NO DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC S KO P E N OW PROPOSAL SUBMITTED BY: SKOPENOW, INC OPEN-SOURCE INTELLIGENCE(OSINT)AGGREGATOR AND PROCESSING PLATFORM PREPARED FOR: CITY OF MIAMI BEACH POLICE DEPARTMENT SKOPENOW PRIMARY CONTACT: Corey Jacobsen-Customer Success Manager Email: Corey@Skopenow.com Phone: (540)202-5162 1 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Skopenow, Inc. Corey Jacobsen (540)202-5162 Corey@Skopenow.com To Whom It May Concern, Skopenow is pleased to submit a proposal for an Open-Source Intelligence(OSINT)aggregator and processing platform for the City of Miami Beach Police Department.Skopenow works with top Federal,State, and Local Law Enforcement Agencies, Prosecuting Attorneys, Insider Threat and Protection Units, National and Regional Fusion Centers, and multi jurisdictional Task Forces to help aggregate,centralize,and automate investigations. Skopenow is an automated SaaS platform that aggregates publicly available electronic information (PAEI)from millions of disparate data sources, including but not limited to,social media,the open web, clear web,deep web and breaches from the dark web.All PAEI is analyzed using machine learning and artificial intelligence to contextualize potential identifiers and behaviors indicative of threats. Skopenow's ease of use allows users to streamline and control their investigative workflow,providing the ability to isolate and prioritize relevant data while minimizing incidental and irrelevant collections. Skopenow allows users to create automated reports to stay up-to-date on any changes in a primary actor's digital presence.Automated reports can be customized to trigger when certain behaviors and/or keywords are found, or simply when any new content is published. After an initial search is conducted,Skopenow automatically creates a court ready report, including meta and hash data for the preservation of evidence and authenticity.All of this is done within Skopenow's secure cloud environment which means the user's IP address and computer attributes are never exposed when collecting data.All connections to the user are completely obfuscated. Operating within Skopenow's platform removes the requirement for individual undercover open source collection accounts(sock puppets)and ensures anonymity. Users of Skopenow state the platform provides significant time savings by automating the time-consuming,manual process of collecting open source intelligence from several disparate data sources.Skopenow helps improve the efficiency and effectiveness of real-time open source investigations for law enforcement agencies across the country. 2 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC TABLE OF CONTENTS: TAB 1: Minimum Requirements Page 2 1.1 Cover Letter and Table of Contents Page 3 1.2 Minimum Requirements Page 4 TAB 2: Experience&Qualifications Page 5 2.1 Qualifications of Proposing Firm Page 5 2.2 Qualifications of Proposing Team Page 7 • TAB 3: Platform Functionality Page 11 TAB 4:Approach&Methodoloay Page 15 4.1 Project Planning&Implementation Information Page 15 4.2 Training Information Page 15 4.3 Maintenance&Support Page 16 TAB 5: Cost Proposal Page 17 5.1 Licensing Information Page 17 5.2 Support&Maintenance Costs Page 17 5,3 Costs Per Project Phase Page 17 3 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 1.2 Minimum Requirements: Skopenow Contract Reference 1 Firm Name Colorado Springs Police Department Contact Name&Title Molly Miles-Criminal Intelligence Supervisor Phone ' (719)444-7625 Email molly.miles@coloradosprings.gov Contract Start Date March 11,2022 Contracted Solution Skopenow Enterprise Suite-Low Volume 2 Year Contract Skopenow Contract Reference 2 Firm Name Westchester County Police Department Contact Name&Title Danielle O'Mara-Senior Crime Analyst Phone • • (914)864-7820 Email dmod@westchestergov.com • Contract Start Date November 3,2021 Contracted Solution Enterprise SKE-100 Skopenow Contract Reference 3 , Firm Name Collier County Sheriff's Office Contact Name&Title' Lt.Mark Carroll-Counter-Terrorism!Criminal Intelligence Bureau Phone • (239)252-0414 Email mark.carroll@colliersheriff.org Contract Start Date January 27,2021 Contracted Solution Enterprise SKE-225 4 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Tab 2: Experience&Qualifications 2.1 Qualifications of Proposing Firm: Skopenow has been in business since May 2016.We provide threat intelligence to some of the largest organizations in the world.We are a U.S.owned venture backed Techstars company delivering actionable insight to over 20,000 users and 1,500 enterprise customers. Skopenow is the sole creator,developer and maintenance provider of Skopenow software.Skopenow is powered by over a dozen proprietary algorithms,enabling a business-friendly architecture for cohesive analysis of actionable intelligence in real time. Skopenow provides an end-to-end investigation process that includes unique software capabilities;a differentiated and proprietary technical architecture;algorithms to disseminate thousands of data points across the open web. CEO, Robert Douglas,has worked tirelessly to build the most comprehensive open source collection search engine available. His background in building search technologies along with his expertise in identity resolution are at the foundation of Skopenow. Skopenow has been acknowledged through industry awards and recognition such as: •Amazon Web Services, Most Impressive Technology Infrastructure •Accenture Award Winner, Innovation in Insurtech category for Data Analytics Skopenow holds many federal(DOD and Civilian,)State,and Local government contracts including law enforcement agencies, prosecuting attorneys,task forces,fusion centers, real-time crime centers, and insider threat and protection units. Our most common use cases surrounding local law enforcement include,but are not limited to,major and violent crimes,crimes against children, narcotics and drug trafficking, human trafficking,gang investigations,threat investigations,financial crimes,cybersecurity,and fraud. Skopenow Project Reference 1 Agency Name Colorado Springs Police Department Contact Name&Title Molly Miles-Criminal Intelligence Supervisor Phone (719)444-7625 Email molly.miles@coloradosprings.gov Implementation Date March 11,2022 Contracted Solution Skopenow Enterprise Suite-Low Volume Project Description The Colorado Springs Police Department implemented Skopenow in March of 2022 to help the Criminal Intelligence team identify threats and streamline investigations related to gun crimes, human trafficking,financial fraud,and drug trafficking. Skopenow Project Reference 2 Agency Name • Westchester County Police Department Contact Name&Title Danielle O'Mara-Senior Crime Analyst Phone (914)864-7820 Email dmod@westchestergov.com Implementation Date November 3,2021 Contracted Solution Enterprise SKE-100 Project Description The Westchester County Police Department's Real-Time Crime Center utilizes Skopenow to identify,track,and monitor potential suspects involved in hate crimes, human trafficking,gangs, and drug trafficking investigations.With recent school safety initiatives,the analyst team uses Skopenow to identify and monitor threats on social media and conduct threat assessments and security risk assessments across the school districts. 5 • • DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Skopenow Project Reference 3 Agency Name El Dorado District Attorney's Office Contact Name&Title Sandra Rivas-Crime Analyst Phone (530)621-6737 Email sandra.rivas@edcgov.us Implementation Date May 12,2022 Contracted Solution Skopenow Enterprise Suite-Low Volume Project Description The Crime Analysts at the El Dorado DAs Office utilize Skopenow to streamline their manual investigation process and quickly provide intelligence back to the lead investigators on the case. Using Skopenow,their team is able to quickly capture relevant social media activity,locate witnesses, uncover hidden links between individuals,and provide all the information back to the investigators using Skopenow's comprehensive court-ready report. Skopenow Project Reference 4 Agency Name Collier County Sheriff's Office Contact Name&Title Lt.Mark Carroll-Counter-Terrorism/Criminal Intelligence Bureau Phone (239)252-0414 Email mark.carroll@colliersheriff.org Implementation Date January 27,2021 Contracted Solution Enterprise SKE-225 Project Description Crime Analysts in the Collier County Sheriffs Office Real-Time Operations Center and Intelligence Bureau utilize Skopenow to collect,analyze,and disseminate criminal intelligence related to gang activity,threat assessment,counter-terrorism investigations,and school safety initiatives. 6 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 2.2 Qualifications of Proposer Team: Provide an organizational chart of all personnel and consultants to be used for this project if awarded,the role that each team member will play in providing the services detailed herein,including but not limited to platform development, installation,implementation,and support of the software product and each team members'qualifications.A resume of each individual, including education,experience, and any other pertinent information,shall be included for each team member to be assigned to this contract. Skopenow Team Organization Chart: Danila Cariello Douglas Kim Jake Rubenstein Government Account Customer Success Director Executive Product Manager Corey Jacobsen Customer Success Manager Linkedln Profiles&Relevant Resumes Below Robert Douglas,CEO: https://www.linkedin.comfin/robdouglas/ Corey Jacoben,Customer Success Manager-State&Local Government: https://www.linkedin.com/in/corevjacobsen/ Doug Kim, Director of Customer Success: https://www.linkedin.com/in/douglasmkim/ Danila Cariello,Account Executive&Team Lead-State&Local Government, https://www.linkedin.com/in/danilacariello/ Jake Rubenstein, Product Manager: https://www.linkedin.com/in/iakelrubenstein/ 7 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Danila Cariello State&Local Enterprise Account Executive Specializing in leading solution-oriented approaches to customer life cycle management and retention. Danila brings over 10 years of experience selling, implementing,and retained government customers,with a focus and specialty in State and Local Government (S&L.) WORK EXPERIENCE Skopenow Inc.,National State&Local Enterprise Account Executive Skopenow is a search engine that uses open source and social media data to detect fraud and evaluate risk. 08/2020—Current, Denver, Colorado • Reports to the CEO to manage the S&L sales team to achieve annual sales targets • Manages the entirety of the sales cycle—prospecting,product demonstrations,training,and implementation • Serves as subject matter expert for Law Enforcement, Public Safety,and non-profit related use cases • Engages and speaks with industry events,forums,etc. • Responsible for proposal responses, contract writing,and negotiations Decision Lens,Inc.,National Sales Director, State and Local Government Decision Lens is the leading cloud-based software company for prioritization and resource optimization 12/2019-08/2020 • Reports to CEO to lead and manage the S&L sales team to achieve quarterly and annual revenue • Manage,implement,and analyze sales pipeline forecasting, KPIs,and territory planning for accurate reporting to C-suite executive management. • Drive operational processes and strategy to streamline,systemize,automate,and maximize sales efficiency and revenue • Effectively train and develop high-performing S&L sales team reps on cross-functional job responsibilities and operational business knowledge. ▪ Responsible for proposal writing and negotiations worth over$2M in TCV. Decision Lens,Inc.,Enterprise Sales Account Executive 09/2018-12/2019 • Expanded partner network resulting in 8 sales opportunities(more than doubled previous year.) • Trained and developed Junior Account Executive, closing first sale in 2 months. • Developed demonstration scripts and other sales training materials in coordination with Director of Solutions Engineering. • Manage, implement,and analyze sales pipeline forecasting, KPls,and territory planning for accurate reporting to C-suite executive management. • Drive operational processes and strategy to streamline,systemize, automate,and maximize sales efficiency and revenue • Effectively train and develop high-performing S&L sales team reps on cross-functional job responsibilities and operational business knowledge. Decision Lens Inc,Senior Account Manager, State and Local Government 01/2018-09/2018 • Doubled average renewal rate of enterprise customers($400k+)from two years to 4 years. • Negotiated/converted annual to multi-year contracts, resulting in$700k ARR • Generated$400k in additional revenue through cross sell/upsell • Developed SOPs and checklists for proposal writing,negotiating contract out-years,and paid professional services resulting in $300k ARR Decision Lens Inc,Strategic Account Manager 05/2014-01/2018 • Project Managed 6 month FedRAMP certification and authorization process for government Authority to Operate(ATO.) • Identified and managed procurement vehicle to close largest civilian sale in company history(at that time)$450k • The only employee to receive/achieve full commission for revenue generation in 2013. • Wrote key documentation such as sole source documentation,partner NDAs,and fee negotiations • Trained Federal Sales staff on procurement methods,contract vehicles,and best practices for contract term negotiations. • Provided lead generation,prospecting for team of 4 federal sales representatives. • Represented Decision Lens at National Tradeshows and exhibitions across the country. EDUCATION Bachelor of Science,James Madison University 08/2007-05/2011 8 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC COREY JACOBSEN State & Local Government Customer Success Manager Highly skilled customer success manager with over six years of experience managing a large number of state and local govemment customers while maintaining high levels of customer satisfaction and retention. EXPERIENCE STATE&LOCAL GOVERNMENT CUSTOMER SUCCESS MANAGER Skopenow I Remote January 2022-Present Skopenow is an automated open source intelligence platform used to identify threats and enhance crime analytics. • Support all state and local government customers throughout the entirety of their Skopenow contract,including implementation and onboarding,continuous training and product support,customer engagement, and contract renewal. • Manage customer onboarding and continuous training to ensure successful implementation and product usage, resulting in high customer satisfaction and recognition of RIO. • Educate and train customers on any platform updates, new features,or product releases. STATE&LOCAL GOVERNMENT ACCOUNT EXECUTIVE Skopenow I Remote I February 2021-January 2022 • Delivered product demonstrations to potential customers to showcase how the product solves their challenges,addresses their particular needs,and helps achieve their strategic goals. • Generated new sales opportunities by studying and navigating the government buying process,engaging internal and external key stakeholders,and ultimately securing a signed contract. • Attended industry events and conferences to increase brand awareness and engage with prospects,customers,and industry-leaders across the country. ACCOUNT.MANAGER Decision Lens I Arlington,VA I October 2019-February 2021 Decision Lens is a cloud-based SaaS solution for planning,prioritization,and resource allocation. • Worked in collaboration with the Customer Success team to grow existing accounts by increasing product usage,generating expansion opportunities, and upselling new feature sets. • Delivered product demonstrations and training to build profitable pipeline and drive continued value with current and prospective customers,including c-level executives.This requires strong product and industry knowledge and the ability to communicate a value-proposition to various levels of an organization. • Organized educational webinars and created marketing collateral to showcase new features, product enhancements,and use cases for existing customers. ACCOUNT MANAGER • Emergent I Vienna,VA I July 2016-October 2019 Emergent is a value-added reseller for enterprise SaaS solutions. • Managed a territory of government accounts,focusing on account retention,customer satisfaction,and generating growth opportunities by establishing consistent communication cadences,conducting account health checks,and informing customers of new products and feature updates. • Built and maintained relationships with customers, prospects,and channel partners at all levels of the respective organizations, including c-level and executive buyers. • Implemented strategic growth plans to expand key accounts by focusing on customer objectives and measurable outcomes. EDUCATION JAMES MADISON UNIVERSITY—MAY 2016 Bachelor of Business Administration College of Business—Marketing Major 9 DocuSign Envelope ID: E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Jake Rubenstein New York, NY • 914.330.7427 ■ jakerubynyc@gmail.com a linkedin.com/in/jakelrubenstein/ PROFESSIONAL EXPERIENCE Skopenow,Inc.,—New York, NY PRODUCT MANAGER Aug 2021 —Present Skopenow is an analytical search engine that uses social media and open web data to create actionable intelligence. Lead a team of 15+ across our product, quality assurance, and engineering functions to deliver,maintain,and enhance Skopenow's suite of products. Collaborate with cross-functional leaders in sales, marketing, and customer success to support our customers, prospects, and maintain Skopenow's position as a leader in the OSINT industry. Architect our next-generation geospatial situational awareness, link analysis, marketplace, and other investigative products to support our customers'fraud and threat use cases. Partner with our customers and prospects to understand and translate their diverse investigative use cases into product features and functionality. Own and prioritize our roadmap based on quantitative and qualitative feedback from our customers and prospects, including usage-based analytics, ROI,and conversations with our users. Establish partnerships with industry organizations to bring new,valuable solutions to our customers and prospects. tellic, LLC.—New York, NY SENIOR PRODUCT MANAGER June 2019—Aug 2021 tellic is a data science technology company that uses natural language processing(NLP)and machine learning(ML)to extract scientific insights from unstructured text data and surface them across various analytics products. Directed concept-to-launch of tellic's first commercial SaaS product, tellic graph. enabling scientists and R&D professionals to visualize and explore biomedical relationships using knowledge graphs.Generated>$2.5MM in ARR within one year of launch. Partnered with C-suite and VP-level customer stakeholders across top 10 pharma and emerging biotech companies to articulate and implement data science strategy, governance,and long-term approaches to scaling R&D data science capability. Solutioned and implemented AI/NLP-based approaches to large-scale data curation and analysis across public structured and unstructured data sources.This graph-based biomedical relationship data provides a foundation for advanced analytics applications. Negotiated and managed vendors & strategic partnerships with industry organizations to accelerate product development and go-to-market timelines. Examples include Pistoia Alliance, PRISME Forum, neo4j,Tableau, and others. Managed cross-functional team across product, marketing, sales, and engineering to define and execute iterative 6 month product roadmaps and develop new product features based on user feedback and market research. KPMG,LLP.—New York, NY MANAGER—DIGITAL ENABLEMENT. MANAGEMENT CONSULTING May 2014—June 2019 Launched complex,global technology products and systems for our clients across Financial Services, Insurance, and Life Sciences. Expertise in intelligent process automation, data,analytics,and product management. Architected suite of automated processes as part of a global KYC/AML transformation using business process management(BPM) and robotics process automation(RPA)technology. Resulting automation reduced low/medium commercial due diligence cycle time by >75%and customer onboarding by>25%at launch for a Fortune 100 Financial Services client. Automated processing of 8 years of legacy data within 1-year, including 600+ accounting entries containing 10K+ transactions with the design, development,and on-going enhancements of an end-to-end BPM solution for a global Reinsurance client. Launched an end-to-end, global RIM platform by facilitating workshops with senior stakeholders and SMEs to outline future-state strategy, define application requirements, and execute full SDLC in compliance with GxP standards for a Fortune 50 Life Sciences client. PATENTS & PUBLICATIONS Rubenstein, J., et.al. 2020. "Technologies for relating terms and ontological concepts."U.S. Patent Application 62976784, filed February 149, 2020. US WO/2021/162941 • Issued Aug 19, 2021 Rubenstein, Jake, et al. "Biomedical Synonym Normalization for Knowledge Graph Insight Generation." SciNLP.org, SciNLP, 2020, scinlp.org/pdfs/biomed ical-synonym-normalization-for-knowledge-graph-insight-generation.pdf. EDUCATION Bachelor of Science in Business Information Systems Lehigh University 2014 TECHNOLOGY, & CERTIFICATIONS Certifications: Certified Scrum Master, HubSpot Marketing Other: SQL, Tableau, big data, product management, neo4j, Google Cloud Suite, Appian BPM, Alteryx, JIRA, Confluence, MS Office, BPM 10 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 111111 SKOPENOW 4.0 Teaser Situational Awareness and Investigative Cli..1.1111/1111 Skopenow.com DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Sko pen ow d ts • t Comprised of Grid,Workbench, Pre-Check, Link Analysis,and Marketplace Investigations, Skopenow 4.0 is the latest evolution of our bleeding edge digital investigation and situational awareness platform. 4.0 provides instant access to the world's largest data sets to deliver accurate, in-depth reporting in seconds,not hours. Beyond simply saving time,4.0 brings artificial intelligence and machine learning to bear to uncover connections and evaluate real-time data in ways that have never been accessible before,regardless of team size. Grid Link Analysis S KO P E N OW Pre-Check Workbench People Search Business Search Marketplace Search DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC .....-. • 0 en s What is Skopenow's Grid? 4 Timelines and Data Fusion 5 Critical Pulse 6 What type of data will users have access to? 7 fysis powered by data science 8 Marketplace Investigations 9 Workbench/People Data 10 Workbench/Business Data 11 What importing options are available? 12 What exporting options are available? 13 Skopenow Use Cases 14 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Grid surfaces emerging threats,enabling users to proactively manage everyday security challenges and respond to unexpected incidents. Grid provides total visibility for an organization's threat landscape, immediately detecting high-risk threats to people, assets,and business operations. 0 Skopenow's Grid ingests crime data,social media, event data,webcams,traffic cams,high-resolution satellite imagery, news data, and more to build a robust Alt situational awareness dashboard for analyzing data. 411MI ■ Grid aggregates thousands of 24/7 live streaming webcams throughout the United States and abroad. (01 Using geolocation Grid can find the nearest public webcam based on any event of interest for further0 analysis. By integrating satellite technology users can see recent high-resolution (30-50 cm resolution) satellite imagery of any area of interest.Additionally,Skopenow allows users to request a new high-resolution satellite image of an area of interest.This adds an additional level of situational awareness that can be accessed anywhere in the world. All of this processing happens in real-time. Users will see new relevant content second by second as new data becomes available,allowing teams to monitor an • - area of interest over time with ease. NI) Skopenow 4.0 Teaser 4 DocuSign Envelope ID E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Timelines anci a a fusion . An investigator can quickly gather context surrounding an incident by establishing a timeline of events before and after a crime/event/post occurred.This may include a photo posted on social media,a video live-streamed in the area,or a webcam on the street with a video recording of the nearby area. Source data Ylebcarn:93 include metadata. Fusing all available data will allow investigators to follow up on potential witnesses,obtain useful evidence captured in an image or video,and corroborate suspect or witness testimony.The result is a streamlined, reliable intelligence workflow that will increase productivity, improve efficiency,and expand the ability to take action. Skopenow 4.0 Teaser 5 DocuSign Envelope ID'.E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC .. . .,. . puise .....„ ,. . 1 ,'at• 7 Critical . Using Al and semantics, Skopenow creates a I , T defined list of critical items for review based T. ' Ai otill VI on a subject or location of interest.Whether �..,, it's a natural disaster, terrorist event,or other .+� potentially critical event,we want our users P to have a pulse on all potential risks. 'C. `r- -` ._lat .._.yam-..-.. +• f �u1 At . `� �� ,. .tin 22 22 493 - L.----: - -:".."----;;. — . t': - ., ' A Critical Items to Review 4 Active Alerts 9 Active Location - G e.. ` Y...a J_ Y � Critical Events Options - , 374 lighning strikes within 4 wiles of Oyster Bay,NY View w ` A tornado occurred within 3 miles of le::',hi New York,saan at 3:30 PM EST. View There has been a I n-,n.e in news rantent posted within 5 miles of oyster Ray.NY View - The'e has been a Ps,increase in social shatter within 1 mile of Madison Square Garden. Vlew ' A terrorist asrwity has been repo,'ed'within 2 2 miles of Fn:sbuigh,Pa View I*- L Aiiill 1. Skopenow 4.0 Teaser r, DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC What te o as wilt users have access to . Armed Conflict Internet Outages Sex Offenders Blockchain Nodes Local News Social Media Compromised IP Ports Non-Locational News Sporting Events Concerts Marine Traffic Terrorism Crime Missing Children Traffic Electrical Outages National News Weather Fire Natural Disaster Webcam Flight Traffic Non-Locational News Outbreaks Gang Territory Nuclear Reactors Trends Human Trafficking Satellite 4 a Qo it in V 4 i a i% a AIL 4 1 a \ tiii *ail it n ® at Skopenow 4.0 Teaser 7 DocuSign Envelope ID:E254FDBE-8F11-45E1-91CB-4AF3AE7EA4DC 1111 Si powered by d t • e Skopenow builds comprehensive and automated link analysis charts that Find connections based on: visualize a network of 10+subjects whether it's a person or a business. • PII (addresses, phone, email, username) • Social Media Skopenow surfaces insights and existing • Court Case mentions relationships by detecting and analyzing • School and Work History shared data points from across the surface • Dark web forums web. Each established link is evidentially documented, providing traceability to the Understand a network like never before source. • Centrality Use advanced analytics to uncover • Community detection previously unknown connections between • Path finding entities,a subject's centrality in a network, • Similarity between data-points shortest path between subjects,and more. • Data-points by type Skopenow 4.0 Teaser 8 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Marketpin Cr • .investi g at ! ns Product Name Tool Sold Skopenow aggregates product listings and seller profiles from over a dozen popular online 3-PACK For lPhone131211 Pro Max XR X XS Max 8 Tempered GLASS Screen Prote 4292 marketplaces. By aggregating content from multiple sources,users can spot seller&location 3-PACK For iPhono131211 Pro Max XRXS8 Tempered GLASS Screen Protector �' trends,cross platform sellers,and potentially '`�_.. stolen goods. 3 PK iPhone 131211 Pro Max XR Privacy Ant Spy Tempered GLASS Screen Protet 1923 Data from marketplace investigations can be exported into the Grid and Skopenow's APPle iphone 128WEcolor 128G8 FULLY unlocked 0 Workbench. Apple iPhone 12 WHITE color 128GB FULLY unlocked A•GRADE 0 Skopenow 4.0 Teaser 9 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Workbench People Data Category = Hits ? Op Skopenow aggregates content from consumer records,social media,dark web,court records, „ct;.,,ty 20 view and the open web to provide a seamless and comprehensive investigative report. 20 View Using behavior recognition and natural language processing, Skopenow categorizes `"" 20 View content into filterable categories. Lite t<r k 20 View Skopenow 4.0 Teaser 10 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Workbench . usiness Data Skopenow automatically produces comprehensive investigative reports comprising business records from Secretary of State filings, consumer databases,social media,dark web, court records,and the open web. We also include marketplace listings that incorporate items sold along with ratings and reviews. Skopenow 4.0 Teaser 11 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 0 MEM ■ 0 (In Skopenow can ingest JSON, CSV, and XLS formats at S:11) • scale. CD • 5:1?‹ 0 Customers typically deliver batch files via API, SFTP, or encrypted email. ri.11 ■ runifiq CT CD ■ l) Skopenow 4.0 Teaser 12 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 0 0011) (In Skopenow data is exportable into a PDF,XLS, JSON,P and CSV format. MIN (DØ IV 01) 0 1119 Data can flow from Skopenow's situational awareness product (Grid), into our investigative tool (Workbench) with ease.All products talk to one another. MINNE ■ ■ I Cr (0 CD - v Skopenow 4.0 Teaser 13 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Skopenow Use Cases 1,. ..,„,„ / . . , . . )rub , 4 _. ..„_. �` a • , y'---- . . #. ,,,, , 1 _ i ,.: t a MI& -,',li i i.,-.1 414*Ftt. 41. Brand Protection Insurance Fraud Crisis Monitoring Event Security I 1 :iiiiiii 10::. -- - i i V. , Insider Threat Asset Protection Business Continuity Public Safety .• ••NM "mil F, 11! I - , leof , , . tilt, , . r fr _ ----1-41100-4 ... -..-- di P. .„,r. a Cyber Intelligence Incident Response Executive Protection Organized Retail Crime Skopenow 4.0 Teaser 14 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC If you are interested in learning more, please connect with your sales rep or email sales@skopenow.com SKOPENOW Skopenow.com DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Tab 3: Platform Functionality 3.1 Users'ability to set alerts or notifications to track and proactively learn about any pertinent changes: Skopenow's automated reports and alerts allow users to stay proactive and up to date during ongoing investigations.System alerts automatically notify an investigator or analyst of updates to a search target's open source presence through user configured criteria. Skopenow allows for ongoing daily,weekly,and monthly alerts to be set up on every search that is conducted within our system, allowing for an initial investigative benchmark to be created against future searches.Alerts include changes of location,posts about sales or product launches(from marketplaces), photos,videos,comments, new accounts, new dark web and open web content, and updates to the individual or entity's court records.The user has full access to activate or observe this functionality at their choosing.The updates are delivered in both email format(directly to the user)and in a dashboard housed within the Skopenow system. • 3.2 Association of searches between individuals and entities across social media sites,forums,blogs,feeds,and open web: Skopenow conducts both individual and multi-party searches including communication between individuals and entities across social media sites,forums, blogs,feeds,and the general open web.Skopenow then archives and details the communication links for usage in the investigation within the dashboard and formal report.Communications can be defined as shared photos, posts,friendship, connections,tweets, or any other link made between multiple parties across social media.When an association search is conducted-all identified interactions are summarized within the report and internal hyperlinks are provided that navigate the user directly to the associated content.This eliminates the manual review process and brings content directly to the user's attention. 3.3 Prioritization of actionable intelligence through which to triage pertinent information: Skopenow allows users to select specific keywords or behaviors,conceptual or specific,to refine and prioritize actionable intelligence without limiting the results of potential returns.Skopenow will flag user configured keywords and behaviors and bring them to the forefront, allowing users to focus their data collection efforts and efficiently triage pertinent information. Using natural language processing and computer vision,Skopenow automatically identifies image or text based keywords and behaviors across a search target's digital presence(i.e.threats,drugs/contraband,extremist ties,travel.)Our algorithms automatically account for various naming conventions,slang,and image-driven concepts.These capabilities are integrated into dynamic visuals and analyses,such as landmark based geo-mapping, multi-party link analysis,and dark web to surface web reconciliation.Skopenow also provides comprehensive filtering tools that allow users to quickly refine and sift through precise actionable intel. 3.4 Identifying objects. images.text. and behaviors audits all user activity. including but not limited to!wins and logauts.searches, results,downloads,items printed. etc: Skopenow automatically analyzes all returned data using machine learning and artificial intelligence to contextualize potential identifiers indicative of criminality,threats,or any relevant text or object.Skopenow's machine learning and computer vision can query for specific keywords and behaviors. Keywords are both a text-based and an image based search that utilizes natural language processing and artificial intelligence. For example, users can identify guns in both images and text. Behaviors allow analysts to apply conceptual overlays,such as"threat,"to ensure a holistic review. Finally, users can look for any specific string of text across the search target's digital footprint.Skopenow highlights any hit or instance where the subject mentioned the term,phrase,or object/behavior of interest.All behavior and keyword matches are forensically preserved,including the metadata, original post, comments on the posts and threads,shared content,sharers,as well as the likes and other reactions to the post. Skopenow provides a set number of user licenses based on the requirements of the customer and empowers the customer to have full administrative control for changes,additions,or edits to that list of users.Skopenow can assist or accommodate any changes within one business day.Skopenow provides automated monthly reporting as well as a visual dashboard that details usage.We provide analytics to assess login,search,and export activity on a user level.Skopenow also allows for the creation of Departmental Admin accounts which allow independent department managers to have complete oversight and auditing capability on their users while a Corporate Admin role can be established to provide agency wide oversight or deconfliction. 3.5 Real-time data collection and data flow: Skopenow aggregates millions of disparate data sources including social media,surface web,deep web, dark web, consumer records,- business records and litigation history into a single dashboard.Skopenow is not a database,we offer real-time search capabilities. Skopenow provides comprehensive data collections on businesses and people through flexible reverse identity search parameters such as name,phone number,e-mail,address, user handle,and IP.Our returns include commonly used nicknames, phone numbers,emails, location history,social media handles&content,vehicle ownership information,dark web data breaches and leaks,consumer information,website domain ownership, known connections,federal,state and local court records,business records and web articles. 11 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Our reports are generated in under 3 minutes and provide screen captures of images,text, comments,and videos, not just references and links to subjects.Skopenow reports also include all relevant meta and hash data for preservation of evidence and authenticity. Skopenow is ISO 27001 compliant and supports 28 CFR 23.20 standards for legally obtaining information for inclusion in law enforcement investigative systems. See Attachment 1:Sample Report 3.6 No volume or search restrictions—cost-effective flat-rate pricing for unlimited searches Skopenow provides flexible licensing that includes flat rate pricing for low,medium, and unlimited(no volume)tiers.See section 5.1 for details. 3.7 Facial recognition capabilities: Skopenow's photo-based identification feature allows users to upload an image of a known search target and filter the results for social media profiles which contain a facial match. This serves as additional criteria to discern a quality match. Skopenow uses facial recognition technology to help filter aggregated results.We do not offer Face to name reverse services. 3.8 Custom solution capabilities: Skopenow provides an easy-to-use interface that allows investigators to build and live-edit a comprehensive court-ready report that includes all analytical and investigative findings. Users can edit the report to include or exclude relevant information and have the option to manually add information from additional sources. Reports contain social profiles, blog posts,comments, posts, email addresses, phone numbers,addresses,court records,family members, usernames,web sightings,pictures,screenshots,timestamps,and alternative and name(nickname)analysis.Our reports can be white-labeled which allows for custom logos,text,and colors to be added. Custom text such as the addition of"Law Enforcement Sensitive, For Official Use Only"can be added to all reports. 3.9 Secure file transferring: Skopenow is hosted on AWS, and in addition to encrypting data at rest and in transit,customer environments are logically and physically separated.Skopenow is ISO 27001 compliant and submits to bi-yearly security reviews.All processing is done within Skopenow's secure cloud environment,meaning user IP addresses, user machines, and the network are never exposed when collecting data. Furthermore,a VPN connection to Skopenow ensures data between Skopenow and the user is encrypted point to point.All data secured within Skopenow is encrypted at rest and in transit to prevent unauthorized access or use. 3.10 Historical location data access: Skopenow aggregates all publicly available location information on a search target(and associate, if applicable)into a single map.The information is displayed in chronological order,with the source linked:This includes dark web IP address information, consumer records (registration numbers, emails, addresses),social media and open web events,tags, likes, reviews, as well as landmark based artificial intelligence(Al)image detection.Our landmark based Al image detection is able to detect the presence of well known national and international landmarks in a photo without any text description.Skopenow's location data is available to download in CSV format for ingestion into GIS platforms and mapping tools. 3.11 Link analysis capabilities to include relatives and neighbor associations: Skopenow creates a report which displays known (public) links between search targets for 30+ attributes, including locations, addresses, relatives and family members, phone numbers, mutual social media connections, comments, pictures, etc. Skopenow provides business affiliations of search targets via first and second degree connections. Visualize the link analyses between known connections, data points, locations, etc. from the return search engine. Skopenow will automatically flag known connections as well as run a comprehensive association link analysis to identify shared data points. Algorithms are designed to spiderweb the search on any known connections directly from the search analyses,allowing dynamic and comprehensive pivot points. Additionally, Skopenow provides the ability to simultaneously review returned search information. A user can filter and refine data as new information is unveiled, changes,and becomes actionable intelligence.These rules are adaptive for on the fly adjustment. Live scroll through the returned search information, review searches through intel question "pop-ups", and reveal layers of information,combinations of data points, etc. 3.12 Cell phone analysis capabilities: Skopenow does not analyze mobile location data or use MAID tracking. Skopenow's person search identifies any mobile, home, and VOIP phone numbers associated with the subject and also offers reverse identity search capabilities with phone numbers, email addresses, home addresses, IP addresses, usernames,VIN, and domain name. 12 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 3.13 Website and app-based platforms: Skopenow is a cloud-based platform hosted in the U.S.via Amazon Web services and accessible via any web browser with an internet connection.There are no applications or downloads required. 3.14 GIS fencing capabilities: Skopenow GRID offers situational awareness by fusing investigative intelligence and geophysical data.This tool provides social listening and geo-fencing capabilities which can start with keywords and/or a POI.Data types include crime data, social media, weather,satellite imagery,traffic, news,events, and court data. Please see Attachment 2:Skopenow GRID 3.15 Scrub suppression: Skopenow provides simultaneous anonymity and flexibility to all users.Skopenow helps protect investigator identities,streamlines policies,and maintains integrity while allowing flexible,on the fly access to open source social media intelligence.Skopenow provides live, anonymous browsing of complete profile information(images,text,comments,videos), removing the need for sock puppet accounts and the burden of maintaining multiple personas.We maximize flexibility by eliminating the need for designated IT equipment (phones,computers,VPNs,etc.)for anonymity purposes.Skopenow can be accessed via any web browser and device with an internet connection,there are no downloads or applications required.All processing is done within Skopenow's secure cloud environment, meaning user IP addresses, user machines,and the network are never exposed when collecting data. Furthermore,a VPN connection to Skopenow ensures data between Skopenow and the user is encrypted point to point. 3.17 Provision of information suitable for link analysis and data mining Skopenow's Link Analysis allows users to build comprehensive link analysis charts that visualize a network of 10+subjects,whether it's a person or a business.Skopenow surfaces insights and existing relationships by detecting and analyzing shared data points from across the surface web.Each established link is evidentially documented,providing traceability to the source. Use advanced analytics to uncover previously unknown connections between entities,a subject's centrality in a network,shortest path between subjects,and more. 3.18 Utilization and automation of complex algorithms and analysis relevant to OSINT work with social media content: Skopenow is the sole creator,developer and maintenance provider of Skopenow software.Skopenow is powered by over a dozen proprietary algorithms,enabling a business-friendly architecture for cohesive analysis of actionable intelligence in real time. Skopenow provides an end-to-end investigation process that includes unique software capabilities;a differentiated and proprietary technical architecture;algorithms to disseminate thousands of data points across the open web. Skopenow's algorithms automatically check for unique data attributes contained within user handles or emails,such as unique combinations of numbers.Skopenow automatically checks for unique emails leveraged as the user handles anywhere in the subject's digital presence, including forums,blogs,dating websites, and wedding websites.Skopenow will analyze deep linked unique user IDs to uncover instances where a search target attempts to change a display name, or use an alias. 3.19 Data anonvmization of user activity and full control over user activity logs: Skopenow provides ease of user administration and configuration with hierarchical rules to be adapted to any organization structure. The Corporate/Admin users can add additional users and configure their permissions for audit tracking.All users can review their own historical searches for up to 30 days via the"history tab."Skopenow offers automated monthly reporting for account admins, as well as a visual dashboard that details user activity and search history. We provide analytics to assess login,search, and export activity on a user level.Skopenow also allows for the creation of Departmental Admin accounts which allow independent department managers to have complete oversight and auditing capability on their users while a Corporate Admin role can be established to provide agency wide oversight or deconfliction. 3.20 Ability to analyze OSINT social media content and dark web sources: Skopenow has access to a broad variety of data sources including, but not limited to 1,500+social media websites,web content indexed and non-indexed by Google(clear and deep web), and dark web(data breaches, paste sites,Tor,Zeronet, IRC/I2P,Telegram, and other shared files).We are the only open source intelligence platform that conducts dark web to surface web reconciliation, leveraging new data points uncovered in the dark web to source attribution of pseudonymous search targets.Skopenow aggregates this information by first identifying the known, primary actor and then building a comprehensive digital footprint. Popular sites indexed include, but not limited to, Linkedln,Twitter, Instagram, Reddit,Telegram, Parler, Gab, and TikTok,among many others.These data 13 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC points can be queried and analyzed individually or cohesively-removing data silos. Skopenow collects and organizes links to all publicly available videos and pictures affiliated with the search target on Third-Party Media websites and applications.Skopenow also collects profiles, handles,avatars,and content from social media,marketplaces,open web,and breached content posted on dark web. 3.21 Ability to pull and/or analyze and present data from company and people search sites(i.e. Pip!,Spokeo,etc.): Skopenow is a cloud-based search engine that aggregates publicly available information from millions of disparate data sources to build analytical reports on people and businesses. Many of the sources Skopenow buys data from include consumer records. Additional Data sources include but are not limited to: • Clear web and Deep web • Top 1,500+social media websites ▪ Federal&State Court Records • Dark Web-breach data,Tor,Zeronet, IRC/12P,Telegram, paste sites • DNSIWHOIS Records • Vehicle Ownership Records • Archived or Cached Pages • Business Records These data points can be queried and analyzed individually or cohesively-removing data silos.Skopenow utilizes user inputs search criteria to produce programmatic and unbiased results by only collecting data that is affiliated in some way to the original search input (business or person).Skopenow also openly explains why each result was collected and how it is linked back to the desired search subject.All of this data is formatted into an easy to use live-editor to ensure an easy transition from initiation of the search to a finalized court ready document. 3.22 Ability to display videos from social media sources on a aeospatial platform in real-time: Skopenow will have access to over 40,000 public,location based web cameras based on traffic data that are plotted directly on a map. Additionally,public videos from sources such as YouTube,that contain a location,will be plotted directly on a map.These data sources will include real time videos and live streams.This includes a mix of revolving static images as well as live-streamed video. Like webcams, Skopenow will present the nearest traffic camera to any event of interest for further analysis. 3.23"Single pane of glass"or centralized graphical user interface for improved user experience: Skopenow provides one single dashboard to quickly assess all aggregated data.The data is displayed on an intuitive interface which is easily understandable from low level employees to upper management.Users can master Skopenow within days of a single one-hour training session.The results from the search are displayed in an easy-to-understand dashboard that acts as a live editor.Skopenow automatically converts the collected report into a court-ready document with all relevant metadata and sourcing information included. Exhibit A:Skopenow's Comprehensive Dashboard SKO P E N O W Ct Seurat Business Search Analyst Search My Account Sign Out Douglas � O_----__ -- Robert-7, srKN,o YAorten oouglds'de,e ©Keep Ed Remove p Luton 0 Redo ©areviwdeet }p groan p add E Deleted Conran 33 years ob Search Filters 1149 Cyou-ctently lbases innobDouglasX 2r New YolkDou la tat -A,so knovm as Rob Dougba K RaEaA Doualaa K Work And School --- Location Data A Report Analysis Contact Information EL Report Summary Weer Cu 41 Asaa.Ylepon Wes Focnd View AlWyen Usemames A sea nuns...ea Mew C1 Some Resu!Ovmio N!dden View OVehicles© al 0 29 Ogre Wee Dowmenn Mew ©pi 67 nems BrMmmeed Mew (=Behaviors Wall,Experience® QJ It 3 Schools A Cr) OS Keywords 2015-Present Skopenow 2006.2010 WndetW5 UNyerelry 991 Tags CEO end Co-Feu-ow Vanderbilt 20L5-Present Skoporrae Social Profiles CEO sea Co Condor•Greater Ness lore Cry or Rr Bey Kan School 2012.2014 Inema.LLC. Co-Founder-New Yore Ctty.New York ® Profile Pages wound 14 • DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Tab 4:Approach&Methodoloay: 4.1 Project Planning and Implementation Information: Since Skopenow is an easy to use web application,the project plan for implementation is very simple. Deliverables would involve communicating and notifying all available users of technical resources, and providing any additional hands on communication and training.The only set-up required is for the name and email address of each user, as well as the organizational role(to map the appropriate hierarchy and privileges)to activate the account subscription. From that point, a user can access Skopenow using any web browser with an internet connection.There is no download or other configuration required. Once procurement is finalized: 1. Users receive credentials via email,a designated admin will be assigned. 2. Miami Beach PD's Customer Success Manager will reach out to the account admin and schedule an onboarding training.This session will last 1 hour long,and can be offered as many times as needed to ensure that all users are trained properly. 3. Once a date for training is established the CSM will send out a Zoom link for a virtual training. 4. After the training is finished,users will begin to use the tool. If any issues arise,the CSM will be the best point of contact to help solve any issues that arise.Additionally,Skopenow offers live customer support that can easily be accessed directly within Skopenow. 4.1.2 Sample Project Schedule: Given the simplicity of Skopenow s onboarding,there are few milestones required for a successful onboarding: 1. Admin assigned to the account. (within 1 day of procurement) 2. User list created and credentials sent to users(within 1-3 days of procurement) 3. User training scheduled(within 1-3 days of procurement). 4. Users receive training and begin searching(within 7 days of procurement) Further Onboarding details: Upon contract award,a dedicated Customer Success Manager(CSM)will be assigned to support the Miami Beach Police Department throughout the duration of the contract with Skopenow.Skopenow will activate the user accounts on the contract start date(or requested activation date)and each user will receive personal login credentials via email to access their Skopenow account.The Customer Success Manager will coordinate with the Miami Beach Police Department within two(2)business days of contract execution to schedule the best suitable dates to conduct the team onboarding training.A separate training will be scheduled with the corporate administrators of the account to configure the account settings and review administrator capabilities.Additional training will be available as needed. 4.2 Training Information: ONBOARDING TRAINING: Skopenow will assign a Customer Success Manager to conduct an Onboarding Training for all users to ensure they are comfortable navigating the platform and understand how to conduct the best searches.Account Administrators will receive additional training to configure account settings and understand auditing and oversight capabilities.Administrators have the ability to assign users to specific departments and change user roles to Department Admins,Corporate Admins,or Employee accounts. Additional training is available as-needed throughout the customer experience to provide additional support when questions arise or updates/changes to the platform occur. TRAINING.Skopenow provides unlimited onboarding training and assistance throughout the duration of our engagement at no cost.This includes establishing the best initial search criteria and best practices or recommendations along the way through continued engagement with our customers.We also provide video tutorials and a self-help library(updated weekly)to support the rollout and implementation. 15 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC 4.2.2 Training Manuals&Formats: VIDEO TUTORIALS: Customers can access our Video Tutorial Library to view short video demonstrations of each step of the process. https://app.skopenow.com/tutorials HELP ARTICLES:Customers can also access our Help Center for detailed help articles on various topics with step-by-step walkthroughs that include screenshots and descriptions. https://help.skopenow.com/en/ LIVE SUPPORT CHAT: Customers have 24/7 access to a live-chat with our product support team that has a response time of under 5 minutes. Customers can send messages via chat regarding any product questions, platform issues, account-related inquiries,etc. ADDITIONAL TRAINING: Enterprise customers will be assigned a Customer Success Manager to provide support and additional training as needed throughout the duration of the contract with Skopenow.Skopenow will help develop training sessions on an as-needed basis and continue to provide support when questions or changes arise. One-on-one training,team training, and on-demand training will be available to customers via preferred virtual meeting platforms(Zoom, Microsoft Teams, etc).Customers also have access to Skopenow's Resource Library with numerous OSINT Guides, blog posts, and on-demand Webinars on industry best practices. 4.3 Maintenance/Support: 4.3.1 Ongoing Support&Maintenance' SYSTEM UPDATES&PATCHES:Any purchase of the Skopenow platform will include product improvements and platform updates. Skopenow continuously adds new data sources to the platform and any new additions will appear seamlessly to the user. SKOPENOW PRODUCT DEVELOPMENT: Our software is on a continuous release cycle.We formally provide quarterly updates to go over high level information and changes via webinar. Intermittently,the Customer Success Manager will notify customers of any changes and provide updates as they are released. All changes of the platform are tested on all browsers for modern functionality via our development team and pushed directly to the software version. Version 1.0: Launched on 1/1/2016,this was a basic people search, 50 customers. Version 2.0: Launched 6/1/2017,this contained more extensive features including extraction and keyword searching,400 customers. Version 3.0: Launched 10/1/2019,this contained business search, association search,and heat maps,800 customers. Version 4.0:Anticipated Launch in Q4 2022, includes link analysis,geospatial situational awareness,and crime analytics elements. 4.3.2 Skopenow Support: TECHNICAL SUPPORT.Skopenow provides active and live same day support to any need that arises.We are currently held to a 99.9%uptime 24/7/365 as part of our SLA agreements, and also offer support via chat,email,or phone. Skopenow provides phone,email,and chat support.Standard support hours are from 9am EST to 6pm EST. Phone: (800)252-1437 ext 2. Email:support@skopenow.com Chat:skopenow.com/#chat 16 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Tab 5:Cost Proposal: 5.1 Licensing: Skopenow pricing is based on the number of users and monthly search volume.Each named user will receive personal login • credentials to access their account via web browser.The total monthly searches will be allocated to the account and shared across all users(i.e.2 users share 50 searches/month). Each search includes 12 free alert credits(i.e.25 searches/month includes 300 alert credits/month).Additional user seats can be purchased without searches included for$2,500/user annually. Pricing can be customized and scaled based on the unique needs of the customer. Annual Cost Per User Seat User Searches/Month Tier $7,000.00 25 Low Volume $12,000.00 50 Medium Volume $23,000.00 Unlimited Unlimited 5.2 Suo ort/Maintenance: All Skopenow purchases include product support services,software updates and maintenance,training,and implementation at no additional cost. 5.3 Cost Breakdown: Requirements Description Cost Unit Price for Low Volume Pricing is based on the number of users and monthly $7,000 Annually Per User, includes Licensing search volume. Each named user will receive personal 25 searches per month and 12 Alert login credentials via email to access their Skopenow credits per search.Overage charge account.At the Low Volume Tier,each user license for each additional search exceeding includes 25 monthly searches and 12 Alert Credits per the monthly search volume is$19. search(300/month). Software Maintenance& Included/Unlimited $0.00 Updates Cost Technical Support Cost Included/Unlimited $0.00 Implementation Cost, if any Included/Unlimited $0.00 Training Cost Included/Unlimited online instructor-led training(live or $0.00 on-demand). Optional: Analyst Assisted Users can submit custom requests directly to our $60/search Searches experienced team of Analysts to help extract specific content, identify hard to find data points,fulfill custom requests and provide human analysis. Upon completion, a cleaned,curated,and customized report will be emailed directly within 24 hours of submission(typical turnaround time is 6-8 hours depending on requested information). 17 DocuSign Envelope ID:E254FDBE-6F11-45E1-91CB-4AF3AE7EA4DC Subscription Details: What is included: • Skopenow will provide cloud-based software accessible via web browser to help automate open source intelligence investigations.Skopenow is a SaaS platform that provides anonymous access to comprehensive digital records of publicly available information from social media,surface web,deep web,dark web data,consumer records, business records, and litigation history. • A dedicated Customer Success Manager for training, continued account support,and product lifecycle support.. • Technical Support 8:30AM-6PM EST • At your convenience webinars,web tutorials,web articles, and live chat support to provide assistance as needed. What counts as a search: • A search is all criteria that is inputted into the original search box.A search can be updated or revised as many times as needed within 24 hours of the original search and it still counts as a single search credit. Contract Details: • Contracts can be upgraded to include additional users and searches within the same license term.They cannot be downgraded in the same license term(less searches or users)as we purchase the data ahead of time for consumer records and litigation history to ensure it is married with our real time open-source searches of 1500+social media,surface,deep web and dark web data breaches and leaks. • 18