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Agreement with Prime Government Solutions Inc.
14 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 a° DocuSign Envelope ID:A757AEDB-00A4-495A-80D1-D3EF84F88CDC PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND PRIME GOVERNMENT SOLUTIONS INC. FOR ELECTRONIC AGENDA MANAGEMENT SYSTEM PURSUANT TO RFP NO. 2022-056-WG 5/10/2023 12:43 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 PRIME GOVERNMENT SOLUTIONS INC, a Utah Corporation, whose address is 912 Capital of Texas I lighway S. Suite 180,Austin, Texas 78746("Consultant"). SECTION 1 DEFINITIONS Agreement: This Agreement shall refer to this Professional Services Agreement and all exhibits and amendments hereto, including, but not limited to Consultant's Service Agreement (the "Services Agreement") and all exhibits hereto("Exhibits")each as included in Exhibit"A"hereto. 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 Rafael E. Granado, City Clerk. 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. Fee: Amount paid to the Consultant as compensation for Services. Proposal Documents: Proposal Documents shall mean City of Miami Beach RFP, No. 2022- 056-WG for ELECTRONIC AGENDA MANAGEMENT SYSTEM 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 hereof; provided, however. that in the event of an express conflict between the Proposal Documents, and this Agreement, the following order of precedent shall prevail: this Agreement and all Exhibits hereto; the RFP and the Proposal. 1 DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID A757AEDB-00A4-495A-80D1-D3EF84F88CDC Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305) 673-7000, Ext. 26724; and fax number(305)673-7529. SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide the work and services described in Exhibit"A"and Exhibit"B" hereto(the"Service Agreement"). 2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in Exhibit"A"hereto. SECTION 3 TERM The term of this Agreement ("Term") shall commence upon execution of this Agreement by all parties hereto (the Effective Date set forth on p. 1 hereof) and shall have an initial term of five (5) years. The City Manager may approve additional renewal periods, to be negotiated with the Consultant. Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit"A"hereto. SECTION 4 FEE 4.1 In consideration of the Services to be provided, Consultant shall be compensated in accordance with Exhibit"A" and Exhibit"B"attached hereto. 4.2 INVOICING Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five (45) days for that portion (or those portions) of the Services satisfactorily rendered (and referenced in the particular invoice). Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: Accounts Payable: Payables(a)miamibeachfl.gov 2 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID:A757AEDB-00A4-495A-80D1-D3EF84F88CDC 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. IN NO EVENT SHALL CONSULTANT BE LIABLE TO REFUND CITY ANY FEES PAID PRIOR TO A TERMINATION FOR CONVENIENCE UNDER THIS SECTION 5.2. 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. 3 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID A757AEDB-00A4-495A-80D1-D3EF84F88CDC SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION In case of any claim that is subject to indemnification under this Agreement, the party that is indemnified ("Indemnitee") will provide the indemnifying party ("Indemnitor") reasonably prompt notice of the relevant claim. Indemnitor will defend and/or settle, at its own expense, any demand, action, or suit on any claim subject to indemnification under this Agreement. Each party will cooperate in good faith with the other to facilitate the defense of any such claim and will tender the defense and settlement of any action or proceeding covered by this Section 6.1 to the Indemnitor upon request. Claims may be settled without the consent of the Indemnitee, unless the settlement includes an admission of wrongdoing, fault, or liability. 6.1.1 By City. Solely to the extent permitted by Section 768.28, the City will defend, indemnify, and hold Consultant (and its officers, directors, employees and agents) harmless from and against all Losses arising out of or in connection with a claim, suit, action, or proceeding by a third party (i) alleging that the Customer Data (as defined in the Service Agreement) or other data or information supplied by City infringes the intellectual property rights or other rights of a third party or has caused harm to a third party or (ii) arising out of breach of Section 7 of the Service Agreement. This indemnity by the City shall not apply to the extent that the claim arose as a result of(i)any negligent act or omission or willful misconduct of the Consultant pursuant to this Agreement or(ii)any breach of this Agreement by Consultant. 6.1.2 By Consultant. 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 (a "Non-Infringement Claim"). Consultant's liability for Non-Infringement Claims under this Agreement is expressly limited to two times the fees City has paid to Consultant in the twelve (12) months preceding an applicable event, or five hundred thousand dollars ($500,000) whichever is lower. This indemnity by Supplier shall not apply to the extent that the claim arose as a result of (i) any negligent act or omission or willful misconduct of the City pursuant to this Agreement; (ii) any misuse or modification of the Service by the City, including, but not limited to the City's use of the Service in a manner inconsistent with information, directions, specifications,or instructions provided and approved by Consultant; (iii) the City's use of the Service in combination or conjunction with any product, service, device, or method not owned, developed, furnished, recommended, or approved by Consultant; (iv)the combination, operation or use of the Service with non-Consultant programs, data, methods or technology if such infringement would have been avoided without the combination, operation or use of the Service with other programs, data, methods or technology; or(v)City's breach of any of the provisions of section 7 of the Service Agreement. In the event of an Infringement Claim, the Consultant shall, at its option, without limiting Consultant's liability for contractual damages for which Consultant may be liable, either(x) obtain for the City, at no additional cost, the right 4 DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DecoSign Envelope ID:A757AEDB-00A4-495A-80D1-D3EF84F88CDC to continue to use the Solution or receive the Services or(y) replace or modify the Services to eliminate the Infringement Claim. THIS SECTION 6.1.2 STATES CONSULTANT'S ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY INFRINGEMENT CLAIM. 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 Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 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. A. Worker's Compensation Insurance for all employees ot;ti` siwlr.f ,'Mquired shy 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 Insurance with limit no less than$5,000,000. 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 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 c/o 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 5 DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID A757AEDB-00A4-495A-80D1-D3EF84F88CDC 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. MIMES 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 c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeach(a)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, provided that any changes to the insurance requirements under this Section 6 shall require an amendment to this Agreement. 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 NEITHER PARTY SHALL BE LIABLE TO THE OTHER, OR TO ANY OTHER PERSON, FOR ANY SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE OF DATA OR THE SERVICES, LOST BUSINESS, LOSS OF GOODWILL, LOST REVENUES, OR LOST PROFITS, AND ANY OTHER DAMAGES FOR ECONOMIC LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE INSTALLATION, 6 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 DocuSign Envelope ID A757AED8-00A4-495A-80D1-D3EF84F88CDC IMPLEMENTATION, CUSTOMIZATION, USE, INABILITY TO USE, OPERATION OR SUPPORT OF THE SERVICES. Each of the City and the Consultant desires to enter into this Agreement only if in so doing each Party can place a limit on its liability for any cause of action, for money damages due to an alleged breach of this Agreement, so that with the exception of City's obligation to pay the fees (as described in Section 4 and Exhibit A of this Agreement) and Consultant's indemnification obligations its liability for any such breach never exceeds amounts stated below. Accordingly, and notwithstanding any other term or condition of this Agreement, each of city and Consultant hereby agrees that the other Party shall not be liable for damages in an amount in excess the amounts stated below for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon such Party by this Agreement. EXCEPT FOR THE CITY'S OBLIGATION TO PAY THE FEES SPECIFIED IN SECTION 4 OF THIS AGREEMENT, THE CITY'S MAXIMUM AGGREGATE LIABILITY TO CONSULTANT FOR ANY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE TEN THOUSAND DOLLARS ($10,000). CONSULTANT'S MAXIMUM AGGREGATE LIABILITY TO THE CITY FOR ANY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED TWO TIMES THE TOTAL FEES PAID AND/OR PAYABLE BY CITY IN RESPECT OF THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY, NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL NOT APPLY TO LIABILITY OF CONSULTANT RELATED TO ITS INDEMNIFICATION OBLIGATIONS. 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 and/or recognized professionals with respect to the performance of comparable work and/or services. 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 7 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 DocuSign Envelope ID:A757AEDB-00A4-495A-8OD1-D3EF84F88CDC 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 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 8 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID:A757AED8-00A4-495A-8001-D3EF84F88CDC 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. In addition: 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. (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. 9 DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.A757AEDB-00A4-495A-80D1-D3EF84F88CDC (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 set 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:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 DocuSign Envelope ID A757AEDB-00A4-495A-80D1-D3EF84F88CDC 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 he 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 11 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID A757AEDB-00A4.495A-8001-D3EF84F88CDC against the Consultant the reasonable costs of enforcement, Including reasonable attorneys' fees, if: a The court determines that the Consultant unlawfully refused to comply with the public records request within a reasonable time;and b. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Consultant has not complied with the request, to the City and to the Consultant. (2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to 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 by the sender and with evidence of delivery,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 for the reasonable costs of enforcement. (F) IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO(a�MIAMIBEACHFL.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 reasonable control of such party unable to perform the obligation, and (iii) is not due 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, embargo 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 Agreement. (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, 12 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID A757AEDB-00A4-495A-80D1-D3EF84F88CDC 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 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 13 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID:A757AEDB-00A4-495A-8001-D3EF84F88CDC 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 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 (R)(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: Prime Government Solutions Attn: Michelle Cooper 912 Capital of Texas Hwy S. Ste 180 Austin, Texas, 78746 Ph: 512-347-9399 Email: michelle.cooper(a)primegov.com TO CITY: Office of the City Clerk City of Miami Beach 14 DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID A757AEDB-00A4-495A-80D1-D3EF84F88CDC Attn: Rafael E. Granado 1755 Meridian Avenue,Suite 500 Miami Beach, FL 33139 Ph: 305-673-7411 Email: rafaelgranado0miamibeachfl.00v All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. 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 15 DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID A757AEDB-00A4-495A-80D1-D3EF84F88CDC 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] 16 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.A757AEDB-00A4-495A-80D1-D3EF84F88CDC IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: 1-Doc uSigned by: apti t. a' .V--I----c. 1 By: ,.-- Ra ee.c, Ra�ae1ranado, City Clerk G na T. Hudak,City Manager Date: 5/10/2023 I 2:43 EDT FOR CONSULTANT: PRIME GOVERNMENT SOLUTIONS INC DocSiyned by By: L Kelly Oliver vice president - contracts Print Name and Title Date: 3/27/2023 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION c 31I21l zoz3 Feelh- City Attorney y Date 17 DocuSign Envelope ID:8A31316B-349D-4E8E-9917-B3FC20624991 EXHIBIT A CONSULTANTS SERVICE AGREEMENT (SERVICES AGREEMENT) 1. PRIME GOVERNMENT SOLUTIONS INC.,;the"Supplier"),and 2. City of Miami Beach,(the"Customer) (and at times referred to in this Agreement as a"party'or'parties') BACKGROUND A. Reference is made to that certain Professional Services Agreement of even date between the Supplier and the Customer(the "PSA").This Services Agreement sets forth additional terms and conditions under which the Supplier has agreed to provide to the Customer,and Customer has agreed to purchase from Supplier,certain services.In the event of a conflict between the terms of this Services Agreement and those reflected in the PSA,the terms in the PSA shall prevail The PSA and this Services Agreement shall collectively be referred to as the Agreement("Agreement") B. The Supplier has developed and owns the Service(as defined in clause 1)and has granted to the Customer a non-exclusive license to use such Service solely for Customer's internal operations and in accordance with the terms and conditions of the Agreement. The terms of the Agreement shall also apply to any updates and upgrades subsequently provided by Supplier to Customer for the Service.Supplier may update the functionality of or make modifications to the Service and user interface of the Service from time to time in its sole discretion and shall not be liable to Customer or to any third party for any modification of the Service.Supplier will use commercially reasonable efforts to notify Customer of any material modifications. C. The Customer wishes the Supplier to provide certain support services in respect of the Service in accordance with the provisions set out in Schedule 1 of this Services Agreement("Support Services") OPERATIVE PROVISIONS 1 DEFINITIONS In this Agreement the following expressions will have the following meanings unless inconsistent with the context "Affiliate" means any company or non-corporate entity that controls,is controlled by,or is under common control with a party.An entity shall be regarded as in control of another company or entity if it owns or directly or indirectly controls more than 50 per cent.of the voting rights of the other company or entity. "Application Password" means any encryption keys,certificates,passwords,access codes,user IDs or other login information provided to or used by Customer for the purpose of accessing and using the Service. "Business Day" a day that is not a Saturday,Sunday,or public holiday. "Client Environment" means the Customer hardware and software system containing the minimum specification,which the Customer, as advised by Supplier, is required to have to enable the Customer to connect with the Service. "Customer Data" means data,information or material provided or submitted by Customer or any User to the Supplier in the course of utilizing the Service. "Data Controller" means an entity which alone or jointly with others determines purposes for and the manner in which any data are,or are to be,processed. "Data Processor" means an entity which processes the data only on behalf of the data controller and not for any purposes of its own. "Effective Date" means the date the Agreement is signed by the Supplier and the Customer. "Intellectual Property Rights" means all intellectual and industrial property rights of any kind whatsoever, registered or unregistered, including patents, know-how, software, code, intellectual property specifications,design plans,prototypes,drawings,scftware, software documentation, material, documents, ideas, operations, processes, product information, know-how,and the like including mode and procedures of development of source code, registered trademarks, registered designs,utility models,applications for and rights to apply for any of the foregoing,unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights, and any other rights in any invention,discovery or process,in each case in all countries in the world and together with all renewals and extensions. "Personal Data" means data that is processed by the Supplier on behalf of the Customer in relation to the Agreement and may include any information or data derived from Services 1 DocuSign Envelope ID:8A31316B-349D-4E8E-9917-B3FC20624991 EXHIBIT A CONSULTANTS SERVICE AGREEMENT (SERVICES AGREEMENT) that alone or together with any other information relates to an identified or identifiable natural person,or data considered to be personal data as defined under applicable privacy law. "Pricing Schedule" means Exhibit A and Exhibit B of the Agreement which sets out the prices and payment terms for the Service. "Professional Services" means the general consulting, implementation and/or training services to be provided to Customer. "Purchase Order" means a purchase order issued by the Customer to the Supplier for the Service. "Service" means Supplier's online software applications purchased by Customer and maintained through Support Services by Supplier including associated offline components and ancillary online or offline services to which Customer is granted access under this Agreement. "Service level Commitments" means the service level commitments in respect of the Service to the Customer as more particularly set out in Schedule 1. "Term" means the term of this Agreement as specified in PSA. "User" means one (or, if more than one, "Users") of Customer's employees, representatives,consultants,contractors or agents and other persons expressly permitted by Customer in connection with Customer's business affairs who are authorized to use the Service and have been supplied User identifications and passwords by Customer. 2 INTERPRETATION 2.1 Person: The expression "person" means any individual, firm, body corporate, unincorporated association, or partnership, government,state,or agency of a state or joint venture. 2.2 Headings:The index and headings to the clauses,the Appendices and Schedules of this Services Agreement are for convenience only and will not affect its construction or interpretation. 2.3 Provisions of the Agreement:Any reference in this Agreement to a clause,Schedule or Appendix is a reference to a clause, Schedule or Appendix of this Agreement and references in any Schedule or Appendix to paragraphs relate to the paragraphs in that Schedule or Appendix.The Schedules and Appendices form part of this Agreement and will have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement will include the Schedules and Appendices. 2.4 Writing:Any references to"writing"or"written"includes references to any communication effected by post,facsimile,email or any comparable means. 3 TERM-INTENTINOALLY OMITTTED(REFER TO PSA). 4 CUSTOMER USE OF THE SERVICE 4.1 Supplier grants Customer a license to access and use the Service during the Term via the internet under and subject to the terms of this Agreement. Supplier reserves the right to make changes and updates to the functionality and/or documentation of the Service from time to time. 5 FEES AND PAYMENT 5.1 Supplier shall continue to pay prorated month-to-month fees for their current Granicus Novus Software Solution until June 30'", 2023.Supplier shall continue to retain access to their Granicus Novus Software Solution until such time as the annual Services as set forth on Exhibit B contained herein are fully functional. 5.2 Customer agrees to pay fees as set forth in the Pricing Schedule("Service Fees"). 5.3 The Service Fees are to be paid annual y in advance commencing on June 30',2023 of this Agreement and are non-refundable. 5.4 The Service Fees shall be billable and payable annually in advance for a twelve(12)month period at a time(a"Service Year")on the June 30" ("Renewal Date")for the first year and for each year thereafter the Service Fees shall be payable annually in advance on each subsequent anniversary of the Renewal Date.One month prior to the expiry of a Service Year("Service Year Expiry Date") the Service Fees for the Service Year will be invoiced by the Supplier to the Customer in respect of the Service to be provided in the following Service Year.The Customer shall pay the Service Fees on or before the relevant Service Year Expiry Date 5.5 The One-Time Fees shall be billable and payable upon the Effective Date of this Agreement. 5.6 Where any additional Service(s)is acquired by the Customer during the period between one Renewal Date and the next Renewal Date(the"Installation Year")the Service Fees payable shall be calculated pro-rata,from the date of the Purchase Order for the Service(s)in the Installation Year up to the next Renewal Date applicable to Customer's other Licenses.For all subsequent years thereafter,the Service Fees shall be payable annually in advance on each anniversary of the Renewal Date in accordance with this Agreement. 5.7 Where the Supplier performs Professional Services under this Agreement(sJch as configuration of the Support Service if requested by Customer or migration of Customer Data to the Service),such services shall be invoiced by the Supplier on a time and material basis in accordance with the Supplier's rates in effect at the time of provision of such services("Professional Services 2 DocuSign Envelope ID:8A31316B-349D-4E8E-9917-B3FC20624991 EXHIBIT A CONSULTANTS SERVICE AGREEMENT (SERVICES AGREEMENT) Fees")unless otherwise agreed in writing between the Parties and will be payable without withholding,deduction or off set of any amounts for any purpose. 5.8 The Customer shall pay each invoice within fortyfive(45)days of receipt of this invoice. 5.9 Customer agrees to provide Supplier billing and contact information as Supplier may reasonably require.Customer agrees to update this information promptly by means of email to the Supplier and in any case within fifteen(15)days,if there is any change. 6 NON-PAYMENT 6.1 Customer's account will be considered delinquent(in arrears)if the Supplier has not received payment in full within thirty(30) days after the due date,and without prejudice to any other rights and remedies of the Supplier; 6.2 Interest shall accrue on any payments(or any part thereof)outstanding at a rate of one and a half per cent(1.S%)per month or the highest rate allowed by applicable law,whichever is lower,plus all expenses of collection,including reasonable legal fees and court costs;Subject to clause 6.5 below,the Supplier may,upon giving ten(1C)days written notice but without liability to the Customer,disable/suspend the Customer's password,account and access to all or part of the Service and the Supplier shall be under no obligation to provide any or all of the Service while the invoice(s)or any part thereof,remains unpaid; 6.3 Supplier may in its discretion,decide not to exercise its rights under clause 6.2(interest)and 6.3(suspension),if Customer is disputing the applicable Service Fees and/or Professional Services Fees reasonably and in good faith and is cooperating diligently to resolve the dispute. 6.4 Supplier reserves the right to impose a reconnection fee if the Service is suspended(as a result of Customer's breach)but subsequently reinstated. 6.5 Without recourse to clause 6.1(delinquency),Supplier reserves the right to terminate this Agreement if Customer's account falls into arrears ninety(90)days after the due date. 7 RESTRICTIONS ON USE OF THE SERVICE 7.1 The Customer may not: 7.1.1 make the Service or use the Service for the benefit of anyone else other than the Customer and the Customer's Users Customer shall access and use the Service only to the extent of authorizations acquired by the Customer in accordance with this Agreement(for example the quantity specified in the relevant Purchase Order)and Customer agrees teat the Customer is solely responsible for use of the Service by any Users who access and/or use the Service.Customer agrees to immediately notify the Supplier if Customer becomes aware of any loss or theft or unauthorized use of Customer's account credentials. 7.1.2 sublicense,resell or supply the Service for use in or for the benefit of any other organization,entity,business,or enterprise without Supplier's prior written consent; 7.1.3 submit to the Service any material that is illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening,infringing of any third-party proprietary rights,invasive of personal privacy,or otherwise objectionable (collectively"Objectionable Matter"). Customer will be responsib e to ensure that its Users do not submit any Objectionable Matter.In addition,the Supplier may,at its option,adopt rules for permitted and appropriate use and may update them from time to time on the Supplier web site and Customer and Customer's Users will be bound by any such rules. Supplier reserves the right to remove any Customer Data that constitutes Objectionable Matter or violates any Supplier rules regarding appropriate use but is not obligated to do so.Customer and Customer's Users will comply with all applicable laws regarding Customer Data and use of the Service. 7.1.4 interfere with or disrupt the integrity or attempt to gain unauthorized access to the Service or the Supplier's intellectual property therein; 7.1.5 copy the Service or any par-,feature,function or user interface thereof; 7.1.6 frame or mirror any part of any Service on any other server or wireless or Internet-based device outside of the agreed usage in this contract;or 7.1.7 access any part of the Service in order to build a competitive product or service or to build a product using similar ideas,features,functions or graphics of the Service; 7.2 Supplier reserves the right to disable,suspend or terminate this Agreement for cause in case the Customer breaches the provisions of this clause 7 Prior to exercising its option to terminate for cause under this clause 7,the Supplier shall notify the City of its violation of the particular term(s)of this Agreement,and shall grant the Customer thirty(30)days to cure such breach. If such breach remains uncured after thirty(30)days,the Supplier may terminate this Agreement without further notice to Customer. 8 CUSTOMER DATA 8.1 The Customer shall own all rights,title and interest in and to all of the Customer Data and shall have sole responsibility or the legality,reliability,integrity,accuracy and quality of the Customer Data. 8.2 Supplier will use best efforts to provide protection using current technological standards to protect Customer Data against unauthorized disclosure or use. 8.3 In the event of any loss or damage to Customer Data,the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier.The Suppler shall not be responsible for any loss,destruction,alteration,or disclosure of Customer Data caused by any third party(except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up). 8.4 Subject to the terms and conditions of this Agreement,Customer grants to Supplier a non-exclusive license to use,copy,store, transmit and display Customer Data to the extent it is for Customer's benefit under this Agreement and reasonably necessary to provide and maintain the Service 9 CUSTOMER'S OBLIGATIONS 9.1 The Customer shall: 9.1 1 provide the Supplier with: (i) all necessary co-operation in relation to this Agreement;and 3 DocuSign Envelope ID:8A31316B-349D-4E8E-9917-B3FC20624991 EXHIBIT A CONSULTANTS SERVICE AGREEMENT (SERVICES AGREEMENT) (ii) all necessary access to such information as may be required by the Supplier in order to render the Service, including but not limited to Customer Data,security access information and configuration services; 9.1.2 comply with all applicable aws and regulations with respect to its activities under this Agreement; 9.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.In the event of any delays in the Customer's provision of such assistance as agreed by the parties,the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; 9.1.4 ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 9.1.5 obtain and shall maintain all necessary licenses,consents,and permissions necessary for the Supplier,its contractors and agents to perform thel'obligations under this Agreement,including without limitation the Service; 9.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; 9.1.7 shall be solely responsible for protecting and safeguarding all Application Passwords,as Customer will be the only party with knowledge of its passwords.If Customer makes such Application Passwords available to any third party,Customer shall be liable for all actiors taken by such third party in connection with the Service.Customer shall not disclose or make available the Application Password other than to Customer's authorized employees or contractors,shall use all commercially reasonable efforts to prevent unauthorized access to,or use of,the Application Password and the Service and will notify the Supplier promptly of any such unauthorized access or use and make any disclosures related to such unauthorized access or use which may be required under any applicable laws;and 9.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier,and all problems,conditions,delays,delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. 10 PROFESSIONAL SERVICES 10.1 Customer may retain Supplier to perform Professional Services as the parties may agree upon in writing("Work Order").Supplier will use reasonable efforts to carry out the Professional Services stated in the Work Order and to provide any resulting functionality in the Service made available online to Customer and Customer's Jsers.Except as the parties otherwise agree in a Work Order,Professional Services and the results thereof are made available"AS IS." 10.2 Unless otherwise agreed in writing either under this Agreement or in the Wcrk Order,Professional Services are provided by Supplier on a time and materials basis.Maintenance and support of code or functionality created by means of Professional Services will likewise be on a Work Orcer basis under this clause 10 unless otherwise agreed in writing.The code and functionality made or provided under this clause 10 and all proprietary and intellectual property interests therein,will be Supplier's property. Access to the results of Professional Services will be available,subject to any furtner terms as may be agreed between the parties, as part of the Service during the Term unless otherwise agreed in writing. 11 INTELLECTUAL PROPERTY RIGHTS 11.1 Customer will not acquire any title copyright or other proprietary rights or Intellectual Property Rights in the Service or to the source code of the Service including in any materials or supporting documentation provided under the Service as provided in this Agreement. 11.2 The Supplier shall at all times be the sole owner of all title and Intellectual Property Rights emanating from any intellectual property,additional coding,data or patents,any discovery,invention,secret process,development,research or improvement in procedure that may be generated in connection with this Agreement including,but not limited to,any derivative works and Customer-specific enhancements and modifications.All intellectual property and other proprietary rights made,conceived or developed by the Supplier alone or in connection with the Customer in the course of the supply of the Service shall at all times be and remain the sole and exclusive property of the Supplier along with any improvement of any process,know-how,technology and any other materials in respect of the Service to be provided under this Agreement. 11.3 The Customer agrees not to remove,modify or use in any way any of Supplier's proprietary marking,including any trademark, product or service names or copyright notice,without the prior written consent of the Supplier 12 PRIVACY Supplier agrees to implement its privacy policies in effect from time to time. 13 SERVICE LEVEL WARRANTY Supplier warrants during the Term of this Agreement that the Service will meet the Service Level Commitment stated in Scnedule 14 ADDITIONAL WARRANTIES Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 1S INDEMNIFICATION INTENTIONALLY OMITTED[REFER TO PSA] 16 DISCLAIMERS AND LIMITATIONS 16.1 The Supplier is not responsible for any defects or damages resulting from Customer's or Customer's agents or employees mishandling,abuse,misuse,accident,or Force Majeure.The Customer agrees to inform the Supplier of any Customer system change that may reasonably be expected to affect the Supplier's ability to provide the Service and shall notify the Supplier of any change to its IT configuration affecting the Services.The Supplier shall not be held responsible for the availability of telephone lines,the Internet,electricity,or servers outside its reasonable control.The Suppler provides no warranty or guarantee in relation to speed of delivery of the Service,including the speed of any restores.The speed of delivery of the Service is dependent on factors outside the control of the Supplier including inter alia the speed, functionality and condition of the Customer's IT infrastructure,the amount of data being restored and/or the bandwidth of the Customer's internet connection.Any errors caused arising from the inadequacy or defectiveness of the Customer's IT infrastructure and/or the connectivity and bandwidth of the Customer's internet connection may affect the delivery of the Service including the performance of any restores.The Supplier will 4 DocuSign Envelope ID: 8A31316B-349D-4E8E-9917-B3FC20624991 EXHIBIT A CONSULTANTS SERVICE AGREEMENT (SERVICES AGREEMENT) notify Customer of any technical failures in respect of delivery of the Service of which it is aware and subject to the terms of the Service Level Commitments,will endeavor to work with Customer to assist with rectification of any such failures.Customer acknowledges that changes may be required to the Customer's IT infrastructure and/or to its internet connectivity including its bandwidth capacity or otherwise to improve the speed,performance and/or delivery of the Service.Customer shall be responsible for the cost of any such changes.Any administrative and technical notifications in respect of the delivery of the Service will be sent by email to the Customer 16.2 Except as set forth in the Service Level Commitments,the Supplier makes no warranty that the Service will be uninterrupted, timely, secure or error free. The Supplier expressly disclaims all liability howsoever arising from any change made to the Customer's IT configuration of the Client Environment of which Customer has not notified the Supplier in writing.No statement, whether oral or written,obtained by Customer from the Supplier shall create any warranty not expressly made herein. 16.3 The Customer recognizes that the Internet consists of multiple participating networks that are separately owned and not subject to the Supplier's control.The Customer agrees that the Supplier shall not be liable for damages incurred or sums paid when the Service is temporarily or permanently unavailable due to malfunction of,or cessation of,internet services by networks or Internet service providers not cuhjert to the Supplier',control,nr for transmission errors in,corruption of,or the security of the Customer Data or data transmitted through the Service carried on such networks or Intenet service providers.The Supplier shall have no liability hereunder for damages incurred or sums paid due to any fault of Customer or any third party,or by any harmful components(such as computer viruses,worms and computer sabotage).The Supplier is not liable for any breach of security on the Customer's network,regardless of whether any remedy provided in this Agreement fails in its essential purpose. 16.4 THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY SUPPLIER. THERE ARE NO OTHER WARRANTIES OR REPRESENTATIONS,EXPRESS OR IMPLIED,INCLUDING WITHOUT LIMITATION,THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED TO CUSTOMER ON AN"AS IS"AND "AS AVAILABLE" BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY 15 ACCURATE OR SUFFICIENT FOR CUSTOMER'S PURPOSES. 17 CONFIDFNTIAtITY 17.1 "Confidential Information"means non-public information,technical data or know-how of a party and/or its Affiliates,which is furnished to the other party in written or tangible form in connection with this Agreement.Oral disclosure will also be deemed Confidential Information if it would reasonably be considered to be of a confidential nature or if it is confirmed at the time of disclosure to be confidential. 17.2 Notwithstanding the foregoing,Confidential Information does not include information which is:(i)already in the possession of the receiving party and not subject tc a confidentiality obligation to the providing party;(ii)independently developed by the receiving party;(iii)publicly disclosed through no fault of the receiving party;(iv)rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential;(v)approved for release by written agreement with the disclosing party;or(vi)disclosed pursuant to the requirements of law,regulation,or court order,provided that the receiving party will promptly inform the providing party of any such requirement and cooperate with any attempt to procure a protective order or similar treatment. 17.3 Neither party will use the other partv's Confidential Information except as reasonably required for the performance of this Agreement. Each party will hold in confidence the other party's Confidential Information by means that are no less restrictive than those used for its own confidential materials.Each party agrees not to disclose the other party's Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party's obligations hereunder.The confidentiality obligations set forth in this clause 17 will survive for five(5) years after the termination or expiration of this Agreement. 17.4 Upon termination or expiration of this Agreement,except as otherwise agreed i-i writing or otherwise stated in this Agreement, each party will,upon the request of the disclosing party,either:(i)return all of such Confidential Information of the disclosing party and all copies thereof in the receiving party's possession or control to the disclosing party;or(ii)destroy all Confidential Information and all copies thereof in the receiving party's possession or control. The receiving party will then,at the request of the disclosing party,certify in writing that no copies have been retained by the receiving party,its employees or agents. 17.5 In case a party receives legal process that demands or requires disclosure of the disclosing party's Confidential Information,such party will give prompt notice to the disclosing party,if legally permissible,to enab e the disclosing party to challenge such demand. 17.6 Nothing herein shall preclude Customer or its employees from complying with the disclosure requirements of the Public Records Act,and any such compliance shall no:be deemed a default by Customer under this Agreement. Customer shall use its good- faith,diligent efforts to provide timely written notice to Supplier of any public-ecords request seeking any records of Supplier that may be within Customer's custody, possession or control,to permit Supplier the opportunity to seek to protect such information from disclosure. 18 DATA PROTECTION 18.1 The parties agree that the Customer is:he Data Controller and the Supplier is the Data Processor in respect of any Personal Data. 18.2 The Supplier will: 18.2.1 take appropriate technical and organizational measures against unauthorized or unlawful processing of,and accidental loss or destruction of,or damage to,Personal Data,having regard to the state of technological development and the cost of implementing any measures,to ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing,accidental loss,destruction or damage and the nature of the Personal Data; 18.2.2 only process Personal Data in accordance with instructions from the Customer and the Customer shall not provide the Supplier access to sensitive personal information that imposes specific security data security obligations for the processing of such data.;and 18.2.3 take reasonable steps to ensure the reliability of its employees who have access to the Personal Data. 19 TERMINATION 19.1 If a party. (a) commits a material breach of this Agreement which cannot be remedied;or (b) commits a material breach of this Agreement which can be remedied but fails to remedy that material breach within sixty(60)days of a written notice setting out the breach. 5 DocuSign Envelope ID:8A31316B-349D-4E8E-9917-B3FC20624991 EXHIBIT A CONSULTANTS SERVICE AGREEMENT (SERVICES AGREEMENT) the other party may terminate this Agreement immediately by givirg not less than sixty(60)days'written notice to that effect to the party in breach. 19.1,1 A breach can be remedied if the party in breach can comply with the relevant obligation in all respects other:han as to time of performance unless time of performance of such obligation is of the essence. 19.1.2 This clause Error!Reference source not found.will not apply to any failure by the Customer to make any payment due to the Supplier under this Agreement on or before the due date.Clause 19.2 will apply Instead to any such failure. 19.2 The Supplier may terminate this Agreement by giving not less than thirty(30)days'written notice to that effect to the Customer if the Customer fails to make any payment due to the Supplier under this Agreement within ninety(90)days after the relevant due date for payment. 19.3 If an application for an administration order,a notice of intention to appoint an administrator or a winding up petition is the only grounds for giving notice to terminate,that notice will be deemed to be ineffective if: 19.3.1 in the event of an applicatic n for an administration order being made,that application is withdrawn or dismissed within ten(10)Business Days of being made; 19.3.2 in the event of a notice of intention to appoint an administrator being filed,no administrator is appointed within ten (10)Business Days of the notice being filed;or 19.3.3 in the event of a winding up petition being presented,that petition is withdrawn or dismissed prior to advertisement and within ten(10)Business Days of presentation. 19.4 The Supplier's rights of termination set out in this Agreement are in addition to and not in substitution for any rights of termination which may exist at common law. 19.5 Termination of this Agreement for any reason,shall not affect the accrued rights,remedies,obligations or liabilities of the parties existing at termination. 20 EMPLOYEES NON-SOLICITATION 20.1 Notwithstanding any degree of supervision exercised by either party over employees of the other,in no circumstances will the relationship of employer and employee be deemed to arise between either party and an employee of the other. 20.2 Unless this Agreement is earlier terminated by reason of the Supplier's Insolvency("Insolvency Event")when no such restrictions shall apply,during the term of this Agreement and for a period of six months after its termination,Customer will not and will ensure that its Affiliates will not,directly or indirectly,without the prior written consent of the other,solicit,or permit any of its group companies to solicit or entice,the employment of any person who is employed by the other party or any of its group companies and whose role either whc Ily or partly relates to the provision of the Service or the performance of this Agreement. For the purposes of this clause 20,"solicit"or"entice"means the soliciting or enticing of such person with a view to engaging such person as an employee,director,subcontractor,consultant or independent contractor or through a company owned by such person or his or her family but will not apply in the case of any such person responding without enticement to a job advertisement which is capable of being responded to by members of the public(or sections thereof)generally. 20.3 in such circumstances where the Supplier suffers an Insolvency Event,nothing n this clause 20 will prohibit the Customer from soliciting or enticing or attempting to solicit or entice the employment of any of the key personnel for the duration of that Insolvency Event. 21 REUANCE ON REPRESENTATIONS 21.1 The Customer acknowledges that this Agreement has not been entered into wholly or partly in reliance on,nor has the Supplier given or made,any warranty,statement,promise or representation other than as expressly set out in this Agreement. 21.2 Nothing in this clause 21 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently. 22 SET-OFF OR WITHHOLDING All payments to be made by the Customer to the Supplier under this Agreement will(ir the absence of express written agreement from the Supplier)be made in full without any set-off,restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes,levies,duties,charges,fees,deductions or withholdings of any nature unless the Customer is required by law to make any such deduction or withholding and Customer has given prior notification to Supplier of such legal obligations on the Customer's part. 23 ENFORCEMENT BY THIRD PARTIES The terms and conditions of this Agreement are for the sole benefit of the parties and nothing herein will be construed as giving any rights to any person or party not a party to it. 24 INVALIDITY/SEV ERABI LITY If any clause or part of this Agreement is found by any court,tribunal,administrative body or authority of competent jurisdiction to be illegal,invalid or unenforceable then that provision will,to the extent required,be severed from this Agreement and will be ineffective without,as far as is possible,modifying any other clause or part of this Agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect, 25 INTERLOCAL AGREEMENT This Agreement may be extended for use by other municipalities and governmental agencies upon execution of an addendum or other signed writing setting forth all of the terms and conditions for such use,including the products and services and fees applicable thereto. Any such usage by other entities must be in accordance with the code,charter,and,ror procurement rules and regulations of those respective governmental entities. 26 NONDISCRIMINATION AND COMPLIANCE W TH LAWS Supplier agrees to comply with all applicable laws, rules, regulations, and policies, including those relating to nondiscrimination, accessibility.and civil rights.Supplier agrees to timely file all required reports,make required payroll deductions,and timely pay all taxes and premiums owed,including sales and use taxes and unemployment compensation and workers'compensation premiums.Supplier shall have and keep current at all times during the term of this Agreement all licenses and permits required by law. 6 DocuSign Envelope ID:8A31316B-349D-4E8E-9917-B3FC20624991 EXHIBIT A CONSULTANTS SERVICE AGREEMENT (SERVICES AGREEMENT) SCHEDULE 1—Support Services Contract This Support Services Contract describes the expected performance of the PrimeGov Service,the procedures for reporting an issue,and expected turnaround time on issues reported. 1. Service Uptime Target.PrimeGov has a target uptime of>99.95%measured on a monthly basis.This time excludes any planned maintenance that have been identified to the Customer.PrimeGov shall give a minimum of two(2)business days'notice for planned maintenance updates. Planned maintenance will be targeted to occur between 12:00 a.m.(midnight)to 03:00 a.m. Mountain Time on Friday. Update notes are published as part of the maintenance notification, highlighting new features, improvements,and bug fixes. Maintenance time frames are subject to change by PrimeGov,and proper notification is provided to the Customer within the minimum two(2)business day period. 2. Reporting an Issue. a. Contact Details.At PrimeGov,we built our support system with alerts to anticipate any service disruption so that our Customer Success team can address any technical items before they become an issue for our customers.In the case where a Customer discovers an issue,or the Service is unavailable,the Customer should notify the PrimeGov Customer Success team through one of the following channels: i. Entering a ticket in the help desk system at support.DrimeRov.com. il. E-mailing the Customer Success team directly at supportC'primegov com. iii. Calling the Custcmer Success team at 1-833-634-6349. b. Hours of Coverage.Regula•Support Services are provided between 8:00 am and 6:00 pm Mountain Time,Monday through Friday.On-call and emergency support are provided outside of regular Support Service hours online and by phone.More specifically,the hours are as follows: i. Call for phone support.Phone support is available twenty-four(24)hours a day,seven(7)days a week by calling 1-833.634-6349. ii. Enter an issue in the help desk system.This service is available twenty-four(24)hours a day,seven(7)days a week at suppo't.prime&ov.com. iii. Email an issue to the Customer Success team.This service is available twenty-four(24)hours a day,seven (7)days a week. c. Customer Priority Identification.The Customer will supply their determined priority for each support item logged in accordance with the following Priority Code: PRIORITY CODE DESCRIPTION P1-Critical The problem is impacting all Users by the Service being unavailable with no work- around available. P2-High The problem is impacting a significant number of Users and is causing a significant business impact,where there is no work-around available. P3-Moderate The problem is impacting a small number of Users and is causing a minor bus ness impact or is causing a significant business impact,but there is a workaround available. P4-Low Non-service affecting defect. Non-urgent or cosmetic problems, queries, causing inconvenience only. 3. Resolving an Issue a. Steps to Resolution. i. PrimeGov Customer Success staff will analyze the issue and revert to the Customer with an assessment of the issue. ii. The issue will then result in one of the following actions: 1. The PrimeGov Customer Success staff will send a set of steps to close the issue with associated times. 2. PrimeGov Customer Success staff will ask for more clarification/information on the issue. 3. PrimeGov Customer Success staff may discuss the priority of the issue. 4. The Customer and the PrimeGov Customer Success staff will mutually agree to close or reprioritize an issue. If a support issue is closed because it has been successfully resolved,then PrimeGov Customer Success staff will provide a brief description of the final solution to the Customer. b. Target Response Time.PrimeGov will aim to provide the Customer with a response within a specific time limit based on the agreed Priority Code of the Support Issue(a"Target Response Time").The following Target Response Times are within the hours of coverage: PRIORITY CODE DESCRIPTION TARGET RESPONSE TIME< P1 Critical 30 minutes P2 High 1 hour P3 Moderate 2 hours P4 Low 40 hours 7 DocuSign Envelope ID:8A31316B-349D-4E8E-9917-B3FC20624991 EXHIBIT A CONSULTANTS SERVICE AGREEMENT (SERVICES AGREEMENT) 4. Problem Escalation.A Support Call's Priority Code may be escalated by either the Customer or PrimeGov,if it is found to be more business critical than first realized or if the steps to resolve are proving unsatisfactory.In the event of escalation,the following contacts from PrimeGov should be called: ROLE NAME CONTACT EMAIL Technical Support Lead Sydney Erickson sydney.erickson@primegov.com Technical Support Director Larry Thorpe larry.thorpe@primegov.com President Sherif Agib sherif@primegov.com S. Minor Enhancements.Requests by the Customer for minor enhancements or changes to the Service not relating to a defect or error inherent in the Service will be considered on a case-by-case basis and will be included under this Agreement at the sole discretion of PrimeGov if in the PrimeGov software product roadmap. 6. Knowledge Base.PrimeGov provides a searchable online knowledge base for questions and issue resolution is available at suoport.primegov.com.The documentation provided includes product updates,technical assistance,and tutorials.The content is regularly updated and expanded and each article contains links to related articles for increased navigation.The knowledge base is available on the same website as the support ticket management system for ease-of-use. 7. Exclusions a. Requests by the Customer for significant enhancements or changes to the Service not relating to a defect or error inherent in the Service will be excluded from this Agreement and will be managed separately. b. PrimeGov is only obliged to provide the Support Services with respect to the then current version of the Service.If PrimeGov provides Support Services for older versions/releases,this is done without obligation on an"as-is"basis at PrimeGov's sole discretion and without any service level applying and PrimeGov may make the provision of=urther Support Services for older versions of the Service subject to the payment of additional fees. c. Any alteration,modification or maintenance of the Service by the Customer or any third party which has net been authorized in writing by PrimeGov. d. Any failure by the Customer to implement any recommendations,solutions to faults,problems or updates previously advised or delivered by PrimeGov to the Customer e. Either Party being subject to Force Majeure. f. The Customer's failure,inability or refusal to allow PrimeGo/s personnel proper and uninterrupted access to the Service. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 8 DocuSign Envelope ID.E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID:A757AED -OOA4495A-80D1-D3EF84F88CDC EXHIBIT B FEES The following PrimeGov modules are included in this proposal Agenda Automation Meeting Management Committee Management Swagit Video Streaming & Integration ONE-TIME FEES A f Data Migration (All Novus items from 2016) Included Implementation $5,000 Replace Capture Card in existing EASE H $250 Captioning Software for existing EASE H $2,800 EASE7M Setup and Deployment(remote) $1,280 API Professional Services $5,000 Advarced Caption Encoder/Decoder- Human $9,990 Transcribing (ONLY Required if needing real-time captionin.) RECURRING ANNUAL FEES Service Fees Agenda Automation $10,838 Meeting Management $8,128 Community Engagement $7,586 EASE TM Hands-Free Service— 100 $21,603 • Up to 100 indexed meetings per year • Up to 120 hours of specialty video content per year • 24/7Live Stream Social Media eXstream (Facebook or YouTube) $3,600 • When sending to YouTube captions appear on live with > 10k subs and with VOD • Facebook Live stream can include captions, if applicable • Inclusion in the Swagit Roku channel in BETA API Access $8,000 CaptionLive Standard* (requires CaptionPrime/Standard $63,000 Encoder/Decoder) • Up to 100 Meetings per year • Searchable Captions/Transcript • Automated Only • Includes human post meeting spell check/clean up • Average Meeting (800) hours per year ttrtirala .'; $ 2;T 5 DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 DocuSign Envelope ID A757AEDB-00A4-495A-8001-D3EF84F88GOC EXHIBIT B FEES Subsequent Years 1`; $122,755+ 3% Annual Increase Five Year Forecast of Cost Year 1 Total Cost $147,075 Year 2 Total Recurring Cost $126,438 Year 3 Total Recurring Cost $130,231 Year 4 Total Recurring Cost $134,138 Year 5 Total Recurring Cost $138,162 Additional EASETM Hands-Free Indexed Meetings $ 175.00/meeting Additional Captioned Meeting(average length- 8 $880 00/meeting hours) Terms and Conditions 1. Recurring Annual Fees are to be paid annually in advance commencing on the go-live date and every year thereafter and are non-refundable. 2. One-Time Fees shall be due and payable upon the Effective Date of this Agreement DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ATTACHMENT A RESOLUTION & COMMISSION AWARD MEMO DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 RESOLUTION NO. 2022-32339 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. 2022-056-WG ELECTRONIC AGENDA MANAGEMENT SYSTEM, AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH PRIME GOVERNMENT SOLUTIONS, INC., THE TOP-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS UNSUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH THE TOP-RANKED PROPOSER, AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH GRANICUS, LLC, AS THE SECOND-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS UNSUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH THE SECOND- RANKED PROPOSER, AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH ESCRIBE SOFTWARE LTD, 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 April 8, 2022, the Mayor and City Commission approved the issuance of RFP 2022-056-WG for an Electronic Agenda Management System; and WHEREAS, on May 18, 2022, the City received proposals from the following six (6) firms: eScribe Software LTD., Granicus, LLC, CivicPlus, LLC, Prime Government Solutions, Inc., Rudram Engineering, Inc., and Dess Technology, LLC; and WHEREAS, on August 24, 2022, the Evaluation Committee appointed by the City Manager comprised of Christina Baguer, Senior Administrative Support Manager, Office of the City Manager, Lilia Cardillo, Agenda Coordinator, Office of the City Clerk, Amada Gonzalez, Assistant to the City Attorney, Office of the City Attorney, Carmen Sanchez, Deputy Planning Director, Planning Department, and John Sandbrook, Chief Information Security Officer, Informaticn Technology Departmert, 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 Prime Government Solutions, Inc. 2ne Granicus, LLC 3rd Escribe Software LTD 4th CivicPlus, LLC 5tn Dess Technology, LLC 6th Rudram Engineering Inc. DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 WHEREAS, after reviewing all of the submissions, the City Manager concurs with the Evaluation Committee and finds Prime Government Solutions, the top-ranked firm, to be the best-qualified firm to provide a web solution to process agenda items and archive past agenda meetings and legal minutes with a video stream; and WHEREAS, with Prime Gov solution, the City may also track the legislative history of any item from its origin to its conclusion and may also identify items by sponsorship/co- sponsorship; and WHEREAS, the second-ranked and third-ranked firms, Granicus, LLC and Escribe Software LTD, are well-qualified and should be considered, in order of rank, if negotiations with Prime Government Solutions 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. 2022-056-WG Electronic Agenda Management System, authorize the Administration to negotiate with Prime Government Solutions, Inc., the top-ranked proposer; further, if the Administration is unsuccessful in negotiating an agreement with the top-ranked proposer, authorize the Administration to negotiate with Granicus, LLC, as the second-ranked proposer; further, if the Administration is unsuccessful in negotiating an agreement with the second-ranked proposer, authorize the Administration to negotiate with Escribe Software Ltd, 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 */ day of ©G6i6EV 2022. ATTEST: RAFAEL E. GRAN DO, CITY CLERK DAN GELBER, MAYOR OCT 2 7 2022 OiCORP)ORME APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION lD " �— LL City Attorney Date DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Competitive Bid Reports-C2 A MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Nina 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. 2022-056-WG ELECTRONIC AGENDA MANAGEMENT SYSTEM, AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH PRIME GOVERNMENT SOLUTIONS, INC., THE TOP-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS UNSUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH THE TOP-RANKED PROPOSER, AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH GRANICUS, LLC, AS THE SECOND-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS UNSUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH THE SECOND-RANKED PROPOSER, AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH ESCRIBE SOFTWARE LTD, 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 the Administration to negotiate with Prime Government Solutions, Inc., the top-ranked proposer to the RFP. If the Administration is unsuccessful in negotiating with Prime Government Solutions, the Resolution authorizes the Administration to negotiate with Granicus, LLC, the second- ranked proposer, and Escribe Software LTD, the third-ranked proposer, in order of rank. The Resolution also authorizes the City Manager and City Clerk to execute an Agreement upon the conclusion of successful negotiations. BACKGROUND/HISTORY On March 5, 2014, the Mayor and City Commission adopted Resolution No. 2014-28509, authorizing the Mayor and City Clerk to execute an agreement with Innobar, LLC d/b/a Novusolutions for an electronic agenda system (the "Agreement") pursuant to RFP 2014-001. The Agreement included the implementation, training, and annual license for the Novus electronic agenda system that would allow the Administration to process archived agenda items, past agenda meetings,and legal minutes with a video stream. On July 18, 2018, I nobbar, having Page 26 of 1166 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 previously acquired Granicus, consolidated operations into Granicus. On September 14, 2018, the City Manager approved the assignment of the Agreement from Innobar to Granicus. The Citys Agreement with Granicus expires in February 2023. In order to consider a replacement agreement, through this Requests for Proposals (RFP), the City seeks to select a firm qualified to provide a web solution to process agenda items and archive past agenda meetings and legal minutes with a video stream. ANALYSIS On April 8, 2022, the Mayor and City Commission approved the issuance of RFP 2022-056- WG for an Electronic Agenda Management System. The Procurement Department issued bid notices to 11,505 companies utilizing the City's e-procurement system, with 47 prospective bidders accessing the solicitation. RFP responses were due and received on May 18, 2022. The City received proposals from the following six (6)firms: eScribe Software LTD., Granicus, LLC, CivicPlus, LLC, Prime Government Solutions, Inc., Rudram Engineering. Inc., and Dess Technology, LLC. On August 24, 2022, the Evaluation Committee appointed by the City Manager convened to consider the proposals received. The Committee was comprised of Christina Baguer, Senior Administrative Support Manager, Office of the City Manager, Lilia Cardillo,Agenda Coordinator, Office of the City Cleric, Amada Gonzalez, Assistant to the City Attorney, Office of the City Attorney, Carmen Sanchez. Deputy Planning Director, Planning Department, and John Sandbrook, Chief Information Security Officer, Information Technology Department. The Committee was provided an overview of the project, and 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 proposers being ranked by the Evaluation Committee in the following order(See Attachment A): 1st ranked - Prime Government Solutions, Inc. 2nd ranked - Granicus, LLC 3`d ranked - Escribe Software LTD 4th ranked -CivicPlus, LLC 51h ranked - Dess Technology, LLC 6t ranked - Rudram Engineering Inc. Following is a summary of the top three ranked firms. Prime Government Solutions, Inc_ Prime Government Solutions ("PrimeGov") is a subsidiary of Rock Solid Technology. The PrimeGov team has been serving municipal clerks since 2014. Its focus is on unlocking the potential of municipal governments through technology, promoting transparency to empower communities, and to fostering civic engagement. Prior to 2014, the team designed and implemented legislative management solutions as founders of Granicus, Inc. Over the last six years, they have gone from one client to more than eighty of all sizes: City of Page 27 of 1166 DocuSign Envelope ID.E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 Los Angeles; Oklahoma City; Orange County, California; City of Las Vegas, Nevada; City of Alexandria,VA; and Oviedo, Florida. Granicus. LLC Granicus is the incumbent service provider for the City of Miami Beach. They have over 20 years of experience deploying and supporting agenda and meeting solutions. Granicus has been selected as a GovTech 100 company by Government Technology magazine for the past three years. Their proposal consists of upgrading the current meeting and agenda management solution to see improvements in performance, service, and citizen engagement. Additional samples of relevant experience providing similar services to public sector agencies include the City of Coral Gables, the City of Winter Park, and the City of Surfside. Escribe Software LTD Escribe is a leading provider of cloud-based meeting management solutions that enables its customers to focus on higher-value projects that better serve their stakeholders. Owned by OnBoard, a board management solutions company based in Indianapolis, Indiana. eScribe was founded in 2003 and, since 2008, has been singularly focused on providing comprehensive, simple, and effective meeting management software to municipalities and other types of boards/committees across North America. In that time, they have become a leading provider of such solutions for Canadian municipalities and are steadily growing presence in the US as well. Samples of relevant experience providing similar services to public sector agencies include the Town of Miami Lakes, the Town of Cutler Bay, and the City of Edmonton, CA. SUPPORTING SURVEY DATA N/A FINANCIAL INFORMATION For Fiscal Year 22/23, the City Commission approved a total of $34,040.00 for its automated agenda and meeting video streaming systems. Prime Government Solutions, the top-ranked firm, offered an initial year solution cost of $36,306.00. The one-time upfront costs, such as data migration, encoding hardware, and implementation costs, bring the total initial year cost to $43,306.00. The annual solution cost of $36,306.00 is increased by 5% every year, respectively, for five (5) years. The following modules are included in PrimeGov's proposed solution:Agenda Automation, Meeting Management, Member Voting, Committee Management, and Video Streaming. Granicus, LLC, the second-ranked firm, offered an initial year solution cost of$24,888.00. One- time upfront costs such as data migration, encoding hardware, and implementation costs bring the total initial year cost to $50,838.00. Thereafter, the annual solution cost of $24,888.00 is increased by 7%annually for five (5)years. Escribe Software LTD. the third-ranked firm, offered an initial year solution cost of $19,050.00. One-time upfront costs such as data migration, encoding hardware, and implementation costs bring the total initial year cost to $30,030.00.After that, the annual solution cost of$19,050.00 is increased by 5%yearly, respectively, for five (5)years. Page 28 of 1 166 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Amount(s)/Account(s): Acct No.011-0210-000343-03-400-579-00-00-00 CONCLUSION. After reviewing the submissions and the Evaluation Committee process, I concur with the Evaluation Committee and find Pnme Govemment Solutions, the top-ranked firm, to be the best-qualified firm to provide a web solution to process agenda items and archive past agenda meetings and legal minutes with a video stream. The Prime Gov solution also allows the City to track the legislative history of any item from its origin to its conclusion, there is also an item specific area to see the full legislative history and activities for each item. The system also has the capability to identify item sponsorship/co-sponsorship and indexing services. The solution can create an agenda item and the resolution simultaneously. Lastly, the firm's familiarity with the Citys existing system is expected to facilitate the migration process. The second-ranked and third-ranked firms, Granicus, LLC and Escnbe Software LTD, are well- qualified and should be considered, in order of rank, if negotiations with Prime Government Solutions are not successful. For the reasons stated herein, I recommend that the Mayor and City Commission approve the Resolution authorizing the Administration to enter into negotiations with Prime Government Solutions as the top-ranked proposer; and, if unsuccessful, authorizing the Administration to enter into negotiations with Granicus, LLC, as the second-ranked proposer; and, if unsuccessful, authorizing the Administration to enter into negotiations with Escribe Software LTD, as the third-ranked proposer. Further, the Resolution authorizes the City Manager and City Clerk to execute an Agreement upon the conclusion of successful negotiations. Applicable Area Citywide Is this a"Residents Right Does this item utilize G,O, to Know" item.pursuant to Bond Funds? City Code Section 2-14? No No Legislative Tracking Office of the City Clerk/Procurement Sponsor Vice-Mayor Alex Fernandez ATTACHMENTS: Description 3 Attachment A a Resolution Page 29 of 1166 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 1199122466400 Y urea ; 6r.r.aarr 0.ner6wi� I 0.6n6.b.d P ee jr e..eaic 6arMl tl.Y161.6�e a• �..s 26o ipst DOM Tr.e a.ror 96rtsr srrtl arr.I carom# sort art.(a.61M.I Wood = 0rr'.I arrw I sr.r : WOW.I,Oruro I WNW d. CarPFa uG . 9 W ., 71 71 '. 70 0 70 4 50 i Si 5 00 0 50 5 20 '4 pyhWYo9a.LLG 6. 0 , 64 .5• 0@ 50 jI 57 0 1 57 '5 67 , 67 2 57 0 67 S A 6I •.5ab.Sel.e.of W ' 0 09 01 07 !7 .5, 74 0 74 I 65 65 L 00 9 0 IS 'I, .c r.n..Ile ' a 9 94 '2. 72 O2 21 �671 y0 6767 7 44 Q016 .I 20 0 It 1 11 .I I Pm.,Gwem+KSIAM m 9 90 + 99 ' r4 6 M B 57 61 70 ]0 -61 6655 9 (I' w '5 'Rub.FiYnllln9 In. 71 1 0 1 71 16l 14 6ar.rY I .r••..w..tia 1 • Page 30 of 1166 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ATTACHMENT B ADDENDUM AND RFP SOLICITATION DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 M I A M I B E AC I--I PROCUREMENT DEPARTMENT 1755 MeridiaN , 3 Floor Miami Beach, Florida 33139 www.miamibeachfl.gov ADDENDUM NO. 1 REQUEST FOR PROPOSALS NO. 2022-056-WG ELECTRONIC AGENDA MANAGEMENT SYSTEM May 3, 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 Wednesday, May 18, 2022. All proposals received and time-stamped through BidSync, prior to the proposal submittal deadline shall be accepted as timely submitted. Proposals will be opened promptly at the time and date specified. Hard copy proposals or proposals received electronically, either through email or facsimile, submitted prior to or after the deadline for receipt of proposals are not acceptable and will be rejected. The City will in no way be responsible for delays caused by technical difficulty or caused by any other occurrence. II. ATTACHMENT(s): Exhibit A: List of meetings held from March 2016—To Date III. RESPONSES TO QUESTIONS RECEIVED: 01: Can you confirm that the City of Miami Beach will consider joint responses? Al: Please refer to Section 0200, General Conditions, Paragraph 10 JOINT VENTURES 1 SINGLE-PURPOSE ENTITY. Q2: What is the size (GBs or TBs) of the existing data (documents, videos, etc.)that need to be migrated from the NOVUS System to the new Electronic Agenda Management System? A2: From March 2016 to date,there have been 417 meetings utilizing NOVUS.To determine the size of each HTML agenda, PDF agenda, and Legal Minutes, please visit: https:Ilwww.miamibeachfl.govlcity-halllcity-clerklagenda-archive-main-page-21 Q3: Is there any prioritization on requirements or "mandatory" requirements? Is there any classification or weighting for requirements (some is higher priority than others)? A3: Please refer to Section 0400, Proposal Evaluation. Q4: To confirm, $35k is what the City currently pays for Granicus and Swagit combined, correct? Does the amount include the fees for tagging or are those separate and in addition to? ADDENDUM NO.1 REQUEST FOR PROPOSALS NO.2022-056-WG FOR ELECTRONIC AGENDA MANAGEMENT SYSTEM DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 M I AM I BEi\ H PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov A4: Correct, Granicus is $8,500, and Video Streaming by Swagit is $25,540. The amount includes the fees for tagging. Q5: During a meeting,do you use Novus in any capacity to support the meeting? If so, how does Novus support the conducting of meetings? • Capturing minutes during the meeting • Capturing votes during the meeting A5: Capturing minutes during the meeting—The feature is available in NOVUS but is currently not used by the City. If the proposer offers said functionality,the City would consider it. Capturing votes during the meeting —The feature is available in NOVUS but is currently not used by the City. If the proposer offers said functionality,the City would consider it. The City does not use the above features because multiple team members cannot use them simultaneously to create the minutes. As such, we cannot describe further their functionality in NOVUS. Q6: Please describe the process for how minutes are captured and drafted for publishing. A6: Multiple people who work simultaneously draft the minutes for individual items in Word documents. The Word documents are combined into one Word document when all items are concluded and uploaded as a PDF into NOVUS. Q7: Some commercial-off-the-shelf agenda/meeting management solutions include intuitive and easy-to-use modules that support the conducting of live meetings, with the ability to manage the capture of movers/seconders, votes, conflicts, minutes/notes, etc. Is the City interested in incorporating this functionality into its processes, if such functionality is native to the solution offering? A7: Novus offers such a feature, but it currently is not used by the City. If the proposer offers said functionality, the City would consider it. Q8: How are GIS and AutoCAD files currently added to agendas? A8: Any shop drawings and attachments are converted to PDFs and attached accordingly as part of the agenda package.The same applies to any non-text documents or presentations city- wide. Q9: What is the volume of agendas and minutes documents to be migrated from Novus to the new solution? How many years' worth of data is to be migrated? A9: The City commenced using NOVUS in March 2016. To date, 417 meetings have been held utilizing NOVUS.A list of said meetings is attached as Exhibit A. See also the response to Q2. ADDENDUM NO.1 REQUEST FOR PROPOSALS NO.2022-056-WG FOR ELECTRONIC AGENDA MANAGEMENT SYSTEM DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 M I AM I BE1 H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov Q10:a)Are videos to be migrated as well?b)Where are videos currently stored?c) How many years of videos would need to be migrated? d) Can videos be supplied in "single video" format (not individual videos of each agenda item that are spliced together)? A10: a) Proposer must migrate videos. b) Videos are accessible in the HTML agenda document. (To watch videos, please visit https://www.miamibeachfl.gov/city-hall/city-clerk/agenda-archive-main-page-2/) c) Videos from March 2016 to the present would need to be migrated. d) We already have the "single video" for each entire meeting available on our website. We will need to keep the spliced videos for each agenda. 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: William Garviso 305-673-7000 ext. 7490 WilliamGarviso©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. Sincerely,in� 21) Alex Denis Procurement Director 3 ADDENDUM NO.1 REQUEST FOR PROPOSALS NO.2022-056-WG FOR ELECTRONIC AGENDA MANAGEMENT SYSTEM DocuSign Envelope ID E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH Request for Proposals (RFP) 2022-056-WG Electronic Agenda Management System TABLE OF CONTENTS SOLICITATION SECTIONS: 0100 INSTRUCTIONS TO RESPONDENTS 0200 GENERAL CONDITIONS 0300 PROPOSAL SUBMITTAL INSTRUCTIONS & FORMAT 0400 PROPOSAL EVALUATION APPENDICES: APPENDIX A BUSINESS REQUIREMENTS DOCUMENT (BRD) APPENDIX B TECHNICAL REQUIREMENTS ANALYSIS APPENDIX C INSURANCE REQUIREMENTS DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 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, condition,s 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.bidsync.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 REP 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. On March 5, 2014, the Mayor and City Commission adopted Resolution No. 2014-28509, authorizing the Mayor and City Clerk to execute an agreement with Innobar, LLC d/b/a Novusolutions for an electronic agenda system (the "Agreement") pursuant to RFP 2014-001. The Agreement included the implementation, training, and annual license for the Novus electronic agenda system that would allow the Administration to process agenda items archived past agenda meetings and legal minutes with a video stream. On July 18, 2018, Inobbar, having previously acquired Granicus,consolidated operations into Granicus.On September 14,2018,the City Manager approved the assignment of the Agreement from Innobar to Granicus.The City's Agreement with Granicus expires in February 2023. In order to consider a replacement agreement,through this Requests for Proposals(RFP),the City seeks to select a firm qualified to provide a web solution to process agenda items and archive past agenda meetings and legal minutes with a video stream. 3. PURPOSE. The City of Miami Beach is looking for a web solution that automates the compilation and distribution of meeting information, including agenda packets, minutes, and meeting actions. Application modules should facilitate the following at a minimum: • data migration/migrate the NOVUS Agenda to the new platform • paperless agenda review and collaboration • customizable approval workflows • agenda preparation allows for future redesigns of workflow • access via web • configurable agenda templates • publish agenda to HTML(HTML 5 for mobile viewing recommended) and PDF Rendition • mobile responsive • high-quality video streaming for archived videos(this then needs video indexing applied) • video indexing performed by the proposer • document tracking/history beginning to end in real-time • creation of minutes(able to upload meeting minutes in word and/or PDF) • meeting vote tracking—real-time you can capture who made the motion (not a requirement but preferred) • ability to create a PDF of the agenda with backup materials DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH • provide an API to allow CMB to pull data from the agenda based on criteria such as keywords, applicable areas, meeting type, etc. • advise CMB if out of the box functionality exists to replace API process identified • unlimited boards - Do not want a limitation on the number of agenda packages. Should be an unlimited subscription • ability to conduct multiple meetings simultaneously—Handle large load of people hitting the system • supports storing of multiple file-formats: Including Word, PDF, Excel, GIS, AutoCAD et al • e-mail notifications to staff from beginning to end of the process. Including Inter-department approvers, returned for edit/correction, and final approval. Currently, there is a limit on the size of the file that you can upload • secure log-in available allowing login for the department and inter-department access by those given these rights. • OCR conversion capabilities if possible for the PDF and word documents • customized reports created by the vendor. The vendor is asked to describe the costs for such reports. • searchable, secure archives. • capabilities to handle addendums and supplementals — If a book is printed and needs to be supplemented later and have things added to it, we need the ability to edit the original and add the addendums and supplements • E-comment feature is preferred (allows the public to comment on agenda items and it comes out in a nice user-friendly format), and • software support must be available during the City's"normal"business hours which are Monday-Friday, 8:30 a.m. -5:00 p.m., Eastern Time Zone with access to support personnel after hours and on weekends. The proposed system should include an online resident engagement tool with the following features: o ability to provide comments directly to the City Commission through the online meeting agenda. o integrate with the new agenda system, allowing residents to review agenda item details, indicate their position on topics (For example Support/Neutral/ Oppose), leave written feedback from the convenience of their own home, and o support/neutral/oppose feature that allows residents to express their positions on agenda items, and allow in-depth graphical reports to be viewed by the Mayor, Commissioners, and the Administration prior to a meeting, helping them better understand and consider the view of the residents. Vendor is asked to describe initial end-user training options that are available and include costs for such. The City requires the vendor to offer at least one initial session of end-user training to be held at cut-over of the application for all users.This session will involve training for at least 40 attendees.Training can be web-based versus on-site. Ideally,the City would like to consider a proven,established(currently functional)solution that meets the stated needs. The City may consider solutions that require some customization from providers experienced in similar systems. 4.SPECIAL CONDITIONS. 1. TERM OF CONTRACT. The original term of the contract shall be five(5)years from the acceptance of the product install. 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 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH 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 April 8, 2022 Pre-Proposal Meeting April 19, 2022 at 10:00 am ET Join on your computer or mobile app Click here to join the meeting Or call in (audio only) +1 786-636-1480 United States, Miami Phone Conference ID: 662 234 796# Deadline for Receipt of Questions April 27, 2022, at 5:00 pm ET Responses Due May 6, 2022, at 3:00 pm ET Join on your computer or mobile app Click here to join the meeting Or call in (audio only) +1 786-636-1480 United States, Miami Phone Conference ID: 269 533 712# 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: William Garviso, CPP, CPPB , 305 673-7490 WilliamGarviso• miamibeachfl.•ov Additionally, the City Clerk is to be coiled on all communications via e-mail at: RafaelGranado • miamibeachfl.sov 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. 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) +1 786-636-1480 United States, Miami Phone Conference ID: 662 234 796# Proposers who are participating should send an e-mail 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- DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH 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: (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 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH 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.bidsync.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 supportbidsync.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.qov/vssNendors/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 vendorsupport(a�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. 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.qov/city-hall/procurement/how-to- become-a-vendor/. Balance of Page Intentionally Left Blank DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 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-hal l/procuremcnt/standard-terms-and-conditions/ Balance of Page Intentionally Left Blank DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH 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 Bidder's 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 S2G(a.periscopeholdings.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 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 "Line Items" attachment tab in Periscope S2G. Cover Letter and Table of Contents 1.1 Cover Letter and Table of Contents. The cover letter must indicate Proposer and Proposer Primary Contact for the purposes of this solicitation. DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH TAB 2 Experience&Qualifications 2.1 Qualifications of Proposing Firm. Provide evidence that the proposed solution is an established, proven system that is designed specifically to meet the needs defined herein and has been used successfully by public sector agencies. 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 system 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 System Capabilities, Project Approach, and Technical Requirements Analysis Submit a completed Appendix B,Technical Requirements Analysis.Responses shall be in sufficient detail and include supporting documentation, as applicable, which will allow the Evaluation Committee to complete a fully review and score the proposed product. In addition, submit detailed information on the proposed software product(3.1)and technical information (3.2): 3.1 Software Application Product 3.1.1 Provide a detailed description of the system being proposed and its functionality. 3.1.2 Include information regarding enhancements or additional modules expected to be available within the next year, including a software refresh schedule. 3.1.3 What is your level of commitment to continuous system improvements(upgrades),expansion of system capabilities and providing client support? 3.1.4 Describe user interface capabilities, including remote and mobile access. 3.2 Technical Information of the Software Application 3.2.1 Provide a complete description of any client-side technical specifications and/or hosting requirements for the platform proposed. 3.2.1.1 If a non-hosted solution, provide detailed infrastructure requirements and architectural design. 3.2.2 Indicate, in detail, the level of integration of your product with existing systems and applications. 3.2.3 Identify any third-party software required to provide the functionality required by the City. 3.2.4 Describe user rights and administrative controls. 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 the implementation strategy that would be employed to successfully complete the project as well as meet the requirements of DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH 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/Warranty Information 4.3.1 Describe the levels and types of ongoing system support and maintenance provided by your firm. Specify the current version of your system, next major upgrade, how often the system is upgraded, and how the upgrades are accomplished. 4.3.2 Indicate how support would be provided to our location(hotline telephone support, email,on- site, helpdesk, etc.). Describe the support escalation process should initial methods of support not adequately address the issue(s). 4.3.3 Describe software and services warranty coverage. Provide any available Service Level Agreement(s)("SLA")for the City's consideration. TAB 5 Resident Engagement Tool Submit detailed information that demonstrates a robust, fully-functioning engagement tool for engaging residents and stakeholders.The engagement tool should provide the following features: • ability for residents/stakeholders to add comments/feedback to agenda items; • intuitive and easy-to-use functionality; • provide polling option to assess perceptions regarding a particular topic or issue; and • ideation or brainstormer tools to allow generation ideas around specific themes. DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH TAB 6 Cost Proposal Pricing: Provide complete, detailed pricing on all aspects of the project. Prices should be provided on the following, at a minimum: 6.1 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. 6.2 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. 6.3 Costs per Project Phases— Provide a lump sum price for integration, data conversion, and implementation. Provide details of anticipated effort and time required. 6.3.1 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: • customization of system; • 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:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH SECTION 0400 PROPOSAL EVALUATION 1.EVALUATION OF PROPOSALS.All responsive proposals will be evaluated in accordance with this section. If more than one proposal is received, the City Manager may appoint an Evaluation Committee to consider and provide feedback on the qualitative factors of each proposal. In the event that only one responsive proposal is received, the City Manager, after determination that the sole responsive proposal materially meets the requirements of the RFP, may, without an evaluation committee, recommend to the City Commission that the Administration enter into negotiations. In the evaluation of proposals, Proposers may be requested to make additional written submissions of a clarifying nature or oral presentations to the Evaluation Committee. Failure to provide the requested information within the time prescribed may result in the disqualification of proposal. 2. QUALITATIVE FACTORS. The Evaluation Committee shall act solely in an advisory capacity to the City Manager. The results of the Evaluation Committee process do not constitute an award recommendation.The City Manager may utilize, but is not bound by, the results of the Evaluation Committee process, as well as consider any feedback or information provided by staff, consultants or any other third-party in developing an award recommendation in accordance with Sub-section 3 below. In its review of proposals received, the Evaluation Committee may review and score all proposals, with or without conducting interview sessions, in accordance with the following criteria: Qualitative Criteria Maximum Points Experience and Qualifications 30 System Capabilities & Requirements Matrix 35 Approach and Methodology 10 Resident Engagement Tool 10 Cost 15 TOTAL AVAILABLE POINTS 100 3.QUANTITATIVE CRITERIA. To the results of the Evaluation Committee review and scoring of proposals as stipulated above, staff may award an extra five points to the any proposer to which the veteran's preference is applicable. See Section 0200 link. 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. (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. DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 MIAMI BEACH 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:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 APPENDIX A M I AM I B E AC H Business Requirements Document ( BRD R F P 2022-05 6-W G Electronic Agenda Management System PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 DocuSiyn Envelope iD 82F04EF7.9D2F-4 I EB-9822.00A2B9CBC264 MIAMIBEACH PROJECT MANAGEMENT OFFICE eAgenda Solution Business Requirements Document(BRD) Rafael Granado February 22,2022 DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID:B2F04EF7.9D2F 41EB-9822-COA2B9CBC2&4 2 Business Requirements Analysis MIAMI BEAC H PROTECT MANAGEMENT DOCUMENT VERSION Version Date Author Change Reference V1.0 02 Feb Chris D&Gdio/Karen Madrid Update template with initial preliminary information. V1.0 02 Felt Andrea Lowry/Chris DiGilio Prep for first BRD Meeting V1.0 03 Feb Rafael Granado/Lilia First business analysis requirements analysis Cardillo/William Garviso/John discussion with the business. Sandbrook/Andrea Lowry/Chris DiGilio/Karen Madrid V2.0 03 Feb Andrea Lowry Add requirements captured from the first BRD discovery session to BRD,update,and distribute to Rafael Granado for review V3.0 04 Feb Rafael Granado/Lilia Cardillo City Clerk's office to review first draft and provide any updates and/or modifications. V h.i1 04 Feb Andrea Lowry/Chris Updates to technical integrations section. Digilio/Seychelles Martinez V3.11 22 Feb Andrea Lowry Additional scope request for resident engagement tool, ZIPJg City ul Miami Beach [ 4il DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2r04en-9D2F-41E8.9822-COA289CBC264 p 3 Business Requirements Analysis I V 1I�AM1 B EAC IH PROJEMANAGEMENT OF Contents Document Version 2 1 Document Overview 4 1.1 Purpose 4 12 Intended Audience 4 1.3 Goals and Objectives 4 2 Interviewees 5 2.1 Business Interviewees 5 2.2 Technical Team 5 3 Questionnaire 6 3.1 Business Overview 7 3.2 Business Process 10 4 System Requirements 16 4.1 Functional Requirements 16 4.2 Applications Requirements 17 4.3 Network/Infrastructure Requirements 19 4.4 Data Requirements 19 4.5 User Interface Requirements 21 4.6 Security Requirements 21 4.7 Non-Functional Requirements 22 5 Business Requirements Approvals 25 3IPa:.,r i.ity of Miami Beach P M 0 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F[14EF7.9D2F41EB-9822-COA2B9CBC284 4 Business Requirements Analysis MIAMIBEACH PROJECT MANAGEMENT OFFICE 1 DOCUMENT OVERVIEW 1.1 Purpose This document is to be used by the Protect Management Office(PM())to assist in the interviewing of business owners and stakeholders for information on their new business initiative request. 1.2 Intended Audience The audience of this document is the Business Owner and/or Stakeholders for the new Business Initiative Request and the Preliminary Technical Discovery, Each interview will occur with a lead interviewer consisting of at least one Business Analyst from the IT project management office and the business owner from the department submitting the new project request. 1.3 Goals and Objectives The City of Miami Beach City Clerk's Office,is looking for a web solution that automates the compilation and distribution of meeting information,including agenda packets,minutes,and meeting actions. 41r' ,.ity ul 'Conti Beacb I'MO DocuSign Envelope ID:E64A3A4A-O6A1-4083-98FA-4FFEAE1CD7C8 DocuSian Envelope ID.B2F04Ef7.9D2F41EB-9822-COA2B9CBC264 Business Requirements Analysis MICAMI B EACH MANAGEMENT OFFICE 2 INTERVIEWEES 2.1 Business Interviewees Business Interviewees Name: Title Department/Division: Email: City Clerk- Lilia Cardillo Agenda City Clerk liliacardiilo@imlamibeachfl.gov Coordinator Rafael Granado City Clerk City Clerk rafaelGranado0amiamibeachf.gov 2.2 Technical Team Name: Title: Adriel Laldua Manager Technical Operations John Sandbrook Chief Information Security Officer Ozzy Macias Sr.Manager Enterprise Systems Seychelles Martinez Software Development Manager Tony Monies de tics Data Architect Wage City ul Miami Beach PMfi DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F04EF7-902F-41EB-9822CDA269CBC284 6 Business Requirements Analysis MIAMIBEAC H PROJECT MANAGEMENT OFFICE 3 QUESTIONNAIRE Requirements Analysis Date: 02 Feb 2022 Business Analyst: Chris DiGilio Project Manager: Karen Madrid PMO Division Director: Andrea Lowry Executive Sponsor Who is res••nsibfe or•rovidin•the undin•authori or this new initiative? Name: tole: Department/Division: Email: Rafael Granada i_t Ik L City Clerk RafaelGranadolmiamibeathf1gov Business Owner Who is res onsiblee to lend and sign-o/jon this new initiative? Name: 'I itie: Department/Division: Entail Rn1,a I Gruiadn rite Clerk rafaelGranado@miamlbeaehfl.gov Stakeholders (Persons nr De)artments in)meted h this initiative, rnsitively or tie•atively? Name: Title: Department/Division: Enna Rafael Granado City clerk City Clerk rataelGranaduMmiamibeachtlgov City Clerk- Lille Cardillo Agenda City Clerk mibeachtl.gov Coordinator All Departments SME's (Sub'ect Matter Ex•ert vaittr: Iitle, Departments Division, Email: City:Clerk- Lilia Cardillo Agenda City Clcrl. liliacardillo@miamibeachfl.gov Coordinator Wage City of Miami Beach PMO DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F04EF7-9D2F41EB•9822•COA2B9CBC264 7 Business Requirements Analysis MIAMIBEACH PROJECT MANAGEMENT OFFICE 4 BUSINESS REQUIREMENTS 4.1 Business Overview Business Overview 1. What is the goal/objective of this initiative? • The City of Miami Beach City Clerk's Office,is looking for a web solution that automates the compilation and distribution of meeting information,including agenda packets,minutes,and meeting actions. 2. What is the issue/problem we are trying to solve with this new initiative? List obstacles that are roadblocks to your current process or technology. • Replace current NOVUS system and migrate existing data in Novus to new potential solution • Biggest current issue is the system cannot handle multiple users hitting it at the same time and as a result crashes,both on the end user side,as well as tor those internal creators adding new agenda items at any given time. • PDF files take a long time to open via the website • System not always accessible via the iframe located on our City of Miami Beach Website • Large agendas get posted,citizens have a hard time being able to open and view • The current system dues not allow you to transfer one agenda item from one board to another. Currently you must re-create the item if it gets transferred to another committee board. 3. What results would deem this project as successful? • Data from the current Novus system must be migrated to the new solution. • Multiple users should have the ability to hit the system without it crashing. • End users need the ability to create new agenda items as they do today and submit through an approval workflow • Security access control,which provides various levels of access from creators,approvers,super users,etc. • Novus is currently cloud hosted and new solution should also be cloud hosted • Standardize the same look and feel for each agenda • The agenda items should be transferable from one board to another,so that it does not need to be recreated for that committee board(which is a current issue with the existing system). • New solution should have the ability for the business to create workflows for approvals as needed (Committee workflow,Commission workflow,Mayor's workflow,City Attorneys workflow,Land Use,etc.), • Each board has its own workflow,each department within each board has its own workflow. • Current Workflow Overview: Committees Workflow&Commission Worklluw Creator-->Approver(Department Director)+Budget(ifneeds budget approval)- ACM(it an ACM is applicable)-9 City Manager(goes straight to City Manager if ACM does not apply). This workflow is customizable. Mayors Workflow Creator 4 City Clerk 7I1' ac City ut Mi31.11i Beach t Mt(Y DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 DocuSign EnveopeID.B2F04Er7-9D2F41EB-9822-COA2B9CBC264 8 Business Requirements Analysis PROJECT MANAGEMENT CE Attorney Workflow Creator 4 Approver(this may or may not be the City Attorney)-4 City Clerk • Ability to upload agenda items and/or type the agenda items in the system. • Ability to upload documents. • Print to PDF(printed version for proper formatting and viewing) • Solution should provide an HTML Rendition and a PDF rendition • Video indexing service with a 24-hour to 4B-hour turn-around time-Indexing service that provides end users with links to specific agenda items and start/stop time markers on the video. • Business requires this service to be provided to the city and not the limitation of staff to perform the indexing themselves.Service should include the vendor performing and hosting the final product of the indexed video. • Agendas will be made available to the public for citizens to view. • The Budget department may have the need to include documents that would be identified as internal viewing only(not available to the public). • Solution should have the ability for high volume capacity and storage of files. • Stats below represent a snapshot of approximate tile size for files currently retained, Meeting Date PDF File size Number of pages January 13 208,431 KB 1954 February 10 101.778KB 1252 March 17 353,729 KB 2284 April 21 353,115 KR 2709 May 12 87,993 KB 859 June 23 197,470 KB 1884 July 28 249.834 KB 2012 September 17 189,561 KR 1657 October 13 110.549 KB 1095 December 8 163,725 KB 1357 • Retention is lifetime for Agendas and minutes • Integrations: o Residents Right to Know pulls information daily from Novus on Agendas related to applicable areas(such as City Wide(All),South Beach,Mid Beach,and North Beach). Residents that sign-up,receive electronic notifications based on criteria selected. a MB Resident Connect pulls information daily based on keywords(such as bicycle,kayak, etc.).Residents that sign-up,receive electronic notifications based on keyword criteria provided. o Potentially the ability to push to Laserfiche for long-term storage archival • Ability to have an OCR rendition created for documents uploaded(preferred) 4, What is the impact of this initiative? a.What is the impact on your department and your internal users?Impacts City Clerk Department and is critical to our line of business. b.What is the impact on other departments and their internal users? Citywide(All departments impacted).All Departments need the ability to create an item,Budget approves(or rejects),and it moves through the workflow. c.What is the impact on Citizens?Citizens require easy and efficient access to view agendas g(Fii:e City of Miami Beach f' C) DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F04EF7-9D2F-41EB-9822-COA2B9CBC264 9 Business Requirements Analysis MIAMI B EAC H PROJECT MANAGEMENT OFFICE 5, Where do you stand compared to your governmental counterparts for this initiative?Have you had the opportunity to see how others in your vertical are doing this?(if not consider as an action item.) City of Miami-Granicus Miami Lakes-Escrlbe(Small company from Canada) 6. Have you performed an analysis of your current business process(Yes/No)?Are there potential improvements to your current process that can he made? N/A 7. Have you done research to determine the estimated costs anttbudget needs(Yes/No)?If yes,whatare the estimated costs? Yes,we anticipate costs to be greater than what our costs are today. 8. Is there money allocated for this project(Yes/No)? Currently budgeted with Novus for$35K+. 9IPage Lily tit Mianit Reach BMf) DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F04EF7-9D2F-41ER.9822-COA2B9CBC264 10 Business Requirements Analysis MIAMI BEAC H PROJECT MANAGEMENT OFFICE 4.2 Business Process Business Process 1. What is your CURRENT process? Citizens View • Currently,agenda can he viewed from the City of Miami Beach Website by navigating from the home page to City Clerk 3 Agendas.A quick link is provided from the CMB Website Home Page. • Item gets created From the department,move through a workflow,and get approved(as applicable). • Agendas can be viewed by anyone in the public. AGENDAS Click ideff to view In a new tab or on mobile devices Mooting Laren 1CerWy I 1.01.1.1[11.1 I 4 sin rvn re Meatang Loot. Jnlm. Dtnagsd LaV> bu V••t•V T yPtr !1gwq. Naiads MirM.;rs :air Rowe* Vnum M.sbne City Commnfnn O1NItlQ eobd CAwmber. dl ■ Gatnmisvon Cdy Mall.Comm•s on Chambers 02,0972 M..tmq 3n1 Flomcom, r ■ Puarvwlun. vmual Me.mrgr City Commsson a • Ba•ni Clumtter a&01rt7 Par Revww Vmual M..b^C CVy Conun.ffon s .� Bawd humM. VwJal M..lsy/Cu,Gommfsar Create New Agenda Item • Departments have specified staff that have access to submit new agenda items(security role based) • End User Selections Option to Create New Item: o Selects Department from Drop Down List o Selects Agenda Type from Drop Down List • Commission Meeting • Board of Adjustment • Design Review Board • Historic Preservation Board • Planning Board • Sustainability Resiliency Committee • Finance and Economic Resiliency Committee • Land Use and Sustainability Committee • Neighborhood and Quality of Life Committee o Selects Agenda Category 10IPage City of Miami Beach PMO DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F04EF7-902F41EB-9822-COA2B9CBC264 11 Business Requirements Analysis MIAMI B EAC H PROJECT MANAGEMENT OFFICE • Presentations and Awards • Competitive Rid Reports-C2 • Committee Assignments-C4 • Commission Committee Reports-C6 • Resolutions-C7 • Competitive Rid Reports-R2 • Ordinances-R5 • Resolutions-R7 • New Business and Commission Requests-R9 • City Attorney Reports-R10 • Reports and Informational Items • Initial Items • Redevelopment Agency-RDA • Notices • Agenda Video(Clerk Use Only) • Consent Agenda • Regular Agenda • NBCR .AGENDA • Creator populates all agenda item information including but not limited to Applicable Area(North Beach, Middle Beach, South Beach, Citywide. Not Applicable), Responsible Department, From, Description, Background/History,Analysis,etc. New solution should have the ability to duplicate this form and the required and optional fields. 11IPage City of Miami Beach P111 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID:B2F04EF7-9D2F-41EB•9822-COA2B9CBC264 q 12 Business Requirements Analysis 1 v tI�AT MI BEACH OFFICE PROJE;"AGENOAi. mram • MON 1111111111111111 --� .__ - m • Creator Saves upon completion • Item moves through workflow based on workflow specifications • Item is either approved or rejected • Email notification sent for all actions that need to be taken on an item,and the ability for a comment to be added. • Current process has the capabilities to handle addendums and supplementals-If a book is printed and needs to be supplemented later and have things added to it,we need the ability to edit the original and add the addendums and supplements. 121Page City of Miami Beach PMO DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID:B2FO4EF7-9D2F41EB-9822-COA2B9CBC264 13 Business Requirements Analysis MI�AMIBEAPROJET MANAGEMENT CiH CE • Technical lntegrAHnn e MB Residents Connect/Residents Right to Know The City of Miami Beach IT Department has implemented an integration with the current electronic agenda to deliver the following functionality: • MB Resident Connect -Electronic notifications to alert users of topics of interest when they sign up when keywords or phrases are published on a public meeting agenda. t t. s "� CARO ,... Cgry OW. �.o.�....,a.... do,Pown• 'AEATE •AU roust • Residents Right to Know- Electronic notifications to allow users to receive targeted notices for matters that impact residents'quality of life.This initiative was implemented to support the Residents Right To Know ordinance within MB Residents Connect. 11..01 Aar•.•. awr.r.A SAK n., 13IPage City of Miami Beach PMO DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID:B2F04Et7-9D2F-41EB-9822-COA2B9CBC284 14 Business Requirements Analysis MI�AMIBEACH PROJEMANAGEMENT OFFICE • Form includes an option to select Yes/No for Is this a"Residents Right to Know"Item, pursuant to City Code Section 2.14T' • Link to Residents Right to Know(screenshot also provided below): bttps://apes.miamibeachftgov/residentconne t • New solution must provide an API to allow CMB to pull data from the Agenda based on criteria such as: • Search Agenda By: o Keywords o Applicable areas o Meeting types • New solution to advise CMB if out of the box functionality exists to replace API process identied. o New solution should also provide the ability to run a report that identifies how many users are signed-up for Residents Right to Know and MB Residents Connect. . _. IE ,. —----,...... 11.01. • .J .. • .. Laser. he a The ability to archive documents into our CMB Content Management System,haserfiche for long-term archival. o The ability to index documents moved into our CMB Content Management System,Laserfiche for search capability. 14IPagc City of Miami Beach PMU DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DowSign Envelope ID:B2FO4EF7-9D2F41EB-9822-COA2B9CBC284 15 Business Requirements Analysis MIAMIBEACH PROJECT MANAGEMENT OFFICE City Clerk Super User View(access restricted to specific stat c Ability to view all items submitted and where they are in the workflow process. o Ability to customize workflow process for commission,boards,and committees,etc. ®®® �..._ ••.t® •-a---. •— • __ •i a...•r•-mom. .. •r.r••rrumomr ••— • —® •— ♦ 0�J •P.• r.wrw4..w e•eR. .a.�.,•..••..,. ••—OEM Department Summary View o Departments have the ability to view items they have submitted,items waiting on them,etc. o Departments do not have the right to view items submitted by other people that do not Pall under their purview • ••-• — =MI Zr—^ —� ,....a Manua* .O OM *ma i51Page City of Miami Beach PMO DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.02F04EF7402F-41EB-9822-COA2B9CBC2E4 MIAlV11 B EAC H 1G Business Requirements Analysis PROJECT MANAGEMENT OFFICE 2. How do you envision the FUTURE process? The process should follow a similar flow to our current process today. c The future process must include the distribution of email notification when they need to perform an action related to an item. This should apply for items both approved and rejected.As part of the approval/rejection process,an area exists to add comments if applicable. 5 SYSTEM REQUIREMENTS 5.1 Functional Requirements Functional Requirements I. In Scope • All current functionality from Nevus and integrations • Paperless agenda review and collaboration • Customizable approval workflows • Agenda Preparation allows for future redesigns of workflow • Access via web • Configurable agenda templates • Publish agenda to HTMI.(HTMI.5 for mobile viewing recommended)and PDF Rendition • Mobile responsive • High-quality video streaming for archived videos(this then needs video indexing applied) • Video indexing performed by the proposer • Document tracking/history beginning to end in real-time • Minute's creation-They must be able to upload meeting minutes in word and/or PDF. • Vote Tracking- Real time you can capture who made the motion (not a requirement but preferred). • Ability to create a PDF of the agenda with backup materials • New Solution must provide an APE to allow CMB to pull data from the agenda based on criteria such as keywords,applicable areas,meeting type,etc. • New solution to advise CMB if out of the box functionality exists to replace API process identied. • Unlimited Boards- Do not want a limitation on the number of agenda packages. Should be an unlimited subscription. • Ability to conduct multiple meetings simultaneously-Handle large load of people hitting the system • Supports storing of multiple file formats:Including Word,PDF.Excel,GIS,AutoCAD et al • E-mail notifications to staff beginning to end of the process. Including Inter-department approvers,returned for edit/correction,and final approval. Currently there is a limit on the size of the file that you can upload. • Vendor specs will include a request to know the maximum file size for specified software solution • OCR conversion capabilities if possible for the PDF and word documents. • Searchable,secure archives. • Capabilities to handle addendums and supplementals- if a honk is printed and needs to be supplemented later and have things added to it,we need the ability to edit the original and add the addendums and supplements. 16'Page City ul Miami Beach PMQ DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F04EF7-9D2F-41EB-9822-COA2B9CBC264 Business Requirements Analysis M I AM I B EAC H PRO iECT MANAGEMENT OFFICE • E-comment feature is preferred(allows the public to comment on agenda items and it comes out in a nice user-friendly format). • Online Resident Engagement tool o Allows residents the opportunity to provide comments directly to the City Commission through the online meeting agenda. • The engagement tool must be integrated with the new agenda system,allowing residents to review agenda item details, indicate their position on topics (For example Support/Neutral/Oppose),and leave written feedback from the convenience of their own home. o The Support/Neutral/Oppose buttons should allow residents to succinctly express their positions on agenda items,and allow in-depth graphical reports to be viewed by the Mayor,Commissioners,and the Administration prior to a meeting,helping them better understand and consider the view of the residents. Resident engagement is very important to Miami Beach,and the engagement tool will complement the existing MB Residents Connect and the Residents' Right to Know applications, by allowing residents the opportunity to express easily their support/opposition and comment on items on the agenda. 2. Out of Scope • Features not defined in-scope and/or within the specifications of this document,would be considered out of scope. 5.2 Applications Requirements Applications Requirements 1. What System Rules should the new software follow? • System should have the option for specified staff to create customized workflows as applicable to commission,boards and committees,departments,etc. • System should have a Resident Engagement Tool as identied within Section 5.1,In-Scope. 2. What Administrative features/functions need to exist?What user access will he needed? • Administrator and User Roles must be defined and configured • Authentication: Application must use Active Directory for authentication • Authorization: c Administrator: o User:Add,Update and Delete functionality c User:Read Only privileges • Secure Log-in 171F' ,c city of Mlaall Beach PM() DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F 4EF7-BD2F 41EB-9822-COA2B9CBC284 MIAMI BEACH 18 Business Requirements Analysis PROJECT MANAGEMENT OFFICE c Available allowing login for the department and inter-department access by those given these rights. 3. Should the system be configured with any specific authorization levels? • Yes,Administrator and User Roles must be defined and configured 4. Do you currently have an authorization flow that you follow? • Yes,access is controlled for workflow approval processes,super users,creators.approvers,etc. 5. flow will this need to be accessible? a. Should this be accessible from the outside(YIN)?Yes,Agendas must be accessible to the public. b. Should this be accessible from a mobile device or tablet(Y/N)?Yes,Agendas must be accessible from a mobile device. c. Should this be accessible from disconnected or off-line device(Y/N)?No. d. Other? Reporting Needs • Customized reports • Vendor to provide an estimate for: • Clerk Reports and Department Reports • Duplicating current customized reports(shown below). • Additional information from the business will need to be provided to the vendor on the data fields used to create the reports. • Reports on data generated from the resident engagement tool. • file ability kir CMB defined staff to create their own cxostomized reports • Training on how to create customized reports(if applicable) ►;1..1,AGENDA �.....�, MEM _, Ima o New solution should also provide the ability to run an annual report that identities how many users are signed-up for Residents Right to Know and MB Residents Connect. 18IPagc City of Miami Beach PMO DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F04EF7-9D2F-41E9-9822-COA2B9GBC284 19 Business Requirements Analysis MIAMIBEACIH ECT MANAGEMENT OF Number a in•Wdum.and P.ImObwTaada..•d.da4 r.a5. ,d um*the Oe05it YM.ea wvam.•�w.oram.aa. •a[yu.m a.a r,..,.. ...� .9 P Pa,•u.a.ntw-A*104Y ftnuMM OM asp 14u4,0900 axacW4r•r.00tamd.atdr 1oa36= ._-- rmNb xam r.aa.,.e..onr.tr a�w..,e •sa[er .won ( a, tern[maa f'aHei W Ns.lrf w•e.•e C=or al a wl•Iiwrn w Nrm w.bard rwuc.IWn.141 ayu It Pnmon4'Pant bf Y4fPd.J1lSL ALM 11u�aQ5.]R'.4.144tYLd •rn.eaW M.at.a aaw .wan•a[.... 0er,0 of.uw..im e Wym.a, walWra mar n Mm d..ra 7707 apart! I(S(Si rhyme aud1[,n0Mknew4�Y[amrm•� 1m4 Ute.M Yu+W MaWMY(ununnr,. I N N Ne '�taxNurl M @Na+Y at idr lam laskle.udn m aw marl taw.4.n.. 15V0i Training Needs 1. What are your Training needs? • Vendor is asked to describe initial end-user training options available and applicable costs. • The City requires the vendor to offer at least one initial session of end-user training to be held at cut- over of the application for all users. • 'Training fur at least 40 attendees. • Training can be web-based(remote)verse on-site 5.3 Network/Infrastnicture Requirements Network/Infrastructure Requirements • COTS or inhouse development must be accessible in both Edge,Chrome,and Safari browsers. • New solution must he accessible via the web • IC-Internet Explorer is no longer supported by the CMB • Application must use Active Directory for authentication 5.4 Data Requirements Data Requirements Data Logging&Alerting Requirements (DLP/Audit Logging) 1. Do you require any sort of logging and/or auditing with this new initiative?Yes. 19jFagc City of Miami Beach Ph119 DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 DocuSign Envelope ID.B2F04EF7-902F41EB-9822-COA2B9CBC264 20 Business Requirements Analysis MIAMI BEACH PROJECT MANAGEMENT OFFICE Agenda Items needs to be logged,indicating who and when an agenda item was created,or when an agenda item has been modified,deleted,edited,changed,or viewed. Data Migration 2. Does this require a data migration from an existing system to a new system? Yes,Data Migration/Migratethe NOVUS Agenda to the new platform Data Integration 3. Does this require an integration with an existing system to extract,replicate,copy,migrate or validate data?Highlight all that apply and Explain: Munis Energov Eden Laserfiche City Website SharePoint IVR Kronos GIS Residents Right to Know/MB Residents Connect(Details Provided under Current Business Process Section and Reporting). Other/Explain: • The application must connect to the database over'1'IS 1.2 or higher o Has this been confirmed with the Data Team is over TLS 1.2 or Higher Y or N: • The database must use full database encryption to protect data at rest o The encryption key should be changed every 2 years • This is a Data Team operational process • If this application is for internal user use only: a Application should use Active Directory for authentication o Application must be accessed by SSO(single sign on) a Internal AD authentication meets minimum requirement a Azure AD authentication if available is best • Do we need to create groups or profiles for authorization control Y or N: o AD security groups must be mapped to roles within the application. • If this application will he accessible to external users Y or N: • !ryes: • Create a process for creation and maintenance of user ID's and passwords for authentication • We need to limit access to only a single user at a time. • All service accounts must be set to non-interactive logins • DBAs only should have non-frontend access to data and needs to be logged when exercise • Elevated users such as Domain Admins should have full access at the OS level but not the database level, System Integrations 20 r;,gc city of Miami Beacl, Ni DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Enveope ID 82r04Er7-9D2F41EB-9822-C11A2B9CBC264 21 Business Requirements Analysis MIAMIBEACH PROJECT MANAGEMENT OFFICE MB Resident Connect,Resident's Right to Know,Laserfiche 'See current business process for additional information. S.S User Interface Requirements User Interlace Requirements System Access and User Interface Requirements 1. Who in the City needs access to the new system? • All departments have identified users that will need access to the system. 2. How will Users access the new System? • City Website Link • Desktop Icon • Mobile Devices 5.6 Security Requirements Security Requirements Data Classification&PR Requirements The following table is used to capture what type of Personally Identifiable Information(Pll)and Protected Health Information(PHI),we will be storing.to2 properly secure and classify this information.This will help the IT department determine where we store this information and which applications need It.This will also assist in addressing any control and audit requirements. Citation/ Yes/ Email Ticket Info/ , Health Full Name No Address Yes/No Police Yes/No Records Yes/No Report First Name Yes/ Physical Yes/No User ID Yes/No Insurance No Address Record Yes WAN or Batik User AN Yes/No last Name No Account Yes/No Password Yes/No or Policy Information Number) __. . . __. Medical Date of Birth Yes/ Salary Info. Yes/No Security Yes/No History No Question Yes/ Debit Card User (Physical/ Phone No. Yes/No Yes/No Memo// No Info. Sigpatures Yes/ Credit Card Medication Yes/No SSN Na Info. Yes/No User or Medical - �-- Biometric Yes/No Diagnosis Government/ Yes/ Bank Account. Yes/No Records Records) State Issued ID No Info. 211r City of Miami Bench '.Its DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F04EF7-9D2f41EB-9822-00A2B9CBC284 22 Business Requirements Analysis MIPROJE�AMI B EAC MANAGEMENTOFFICE Driver's Yes/ Military Court License No id ntification Yes/No Signatures Yes/No Record Yes/No Incident/ Investigation Passport No. Yes/ Forensic Yes/No Yes/No Criminal' Yes/No No Records Records Record Any other Sensitive Information (Please Explain) • CISO confirmed with the business that all information posted to the eAgenda software is allowed to he provided to the public(unless saved as private only,which may apply to some budget documents). No security issues identified here. • Only how to authenticate and if we want to do single sign on. • Security item Addressed-What happens if we go with a specific vendor and the solution goes down? Does the business have a backup plan?The business identified that they would follow the manual paper process they followed in the past in the event this happened. Data Retention Requirements/Legal Requirements (Please Explain) 1. Do you have a data and records retention policy? • The Florida Statue requires the agenda items to be kept indefinitely. • City Clerk currently also retains a hard copy of everything. 2. Do you have security requirements,both for the physical installation and from a cyber perspective? • TBD:needs to be discussed with the vendor and is part of the technical requirements vendor vetting. 5.7 Non-Functional Requirements Non-functional Requirements 1. Usability-This focuses on the appearance of the[USER INTERFACE and how people interact with it. For example: • What color are the screens?City branding should he applied. • Formatting of the Agendas-Agendas should be duplicated to look exactly as they do today,to be seamless far our citizens. o PDF View 221Page filly ut Miami React ['MO DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID:B2F04EF7-9D2R41E13-9822-COA2B9CBC264 Business Requirements Analysis PROJECT B EACH MIAMI BEACH .. .n.r_,.r.•.r•e. n..••••r•flaw'roc d.•�,•Mann Cone ...now,.a 4r OOP,•r.A r.. 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MIAMIBEACH Cornmissbrt WPM, City Mall,Convnserorr Chamce,c.3rd Flour,1700 Convention Center Drive,w Mtpnllml.nlbeechnvyaeaoom.uu1181382857871;or 0fa1 1.301.715-8592 or 898.475- 1499(Toll Free)Webinar 10,81392857971e January 20,2022-8,30 AM Mayor Dan Gelber Commissioner Ricky Arrida Commissioner Alec Fernandez Caminaioner Steven Merrier Commissioner David Richardson Commissioner Kristen Rosen Gonzalez Commissioner Mark Samuellan City Manager A9na T Hudan City Attorney Rafael A.°az City Clerk Rafael E Graneco Vist us et www,nrlelnliegc71Rgce for agendas end octets streemmq of CM Commrssron Meetings ATTENTION ALL LOBBYISTS 2. Reliability/Availability-What are the uptime requirements? • Software support must be available during the City's''normal"business hours which are Monday- Friday,8:30 am.-5:00 p.m.,Eastern Time Zone with access to support personnel after hours and on weekends. 3. Scalability-as needs grow,can the system handle it? 23IPagc City of Miami Beach PM)) DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DocuSign Envelope ID.B2F04EF7-902F41EB-9822-00A2B9CBC284 21 Business Requirements Analysis MIAMIBEACH PROJECT MANAGEMENT OFFICE • Spare Hardware or space to install in the future if applicable • System capability for new areas/locations if applicable 4. What software/technology areyou usinnktoday?Explain. • Novus 5. Have you looked at(or purchased)any software/solutions that you are interested in?Explain. • No,however,we are familiar with solutions other municipalities are using. 24!Page Ilv 1I Bu.ict, DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DowSign Enveope ID,B2F04EF7.902F41E&8822-00A289CBC284 25 Business Requirements Analysis MIAMIBEACH PROJECT MANAGEMENT OFFICE 6 BUSINESS REQUIREMENTS APPROVALS Below is where the business owner(s)and the IT PMO will provide their signatures to approve the the business requirements. Partxti, t. ai"5t&4IO 2/22/2022 I 4:59 EST Business Owner-Rafael Granado Date City Clerk DDD 3Ipn.J by: /o���,,II//.. 2/22/2022 15;00 EST l � Stakeholder- Lilia Cardillo Date City Clerk Agenda Coordinator r—DOW bgnan Dy'. aViSnl 2/23/2022 I 7:18 EST IT PMO-Chris Digillio Date Business Analyst CDncuDlp..d by: tfk14 Lowy. 2/23/2022 19:11 EST 3wwnroriEaB�� IT PMO-Andrea Lowry Date Division Director IT PMO 2511 a,oe ;IFy ul Miami Beach PM0 Balance of Page Intentionally Left Blank DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 APPENDIX B M I AM I BEACH Technical Requirements Analysis THIS FORM IS TO BE SUBMITTED AS PART OF TAB 3, SECTION 0300 RFP 2022-056-WG Electronic Agenda Management System PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 THIS FORM IS TO BE SUBMITTED AS PART OF TAB 3, SECTION 0300 M I AM I B E AC H PROJECT MANAGEMENT OFFICE City Clerk - eAgenda Solution Technical Requirements Analysis <Vendor Name> Version X.0 <Date> DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DOCUMENT OVERVIEW Purpose This document is to be completed by the vendor to assist the City of Miami Beach Information Technology Department and the Business in the interviewing and analysis for potential new initiatives. Intended Audience The audience of this document is the Vendor for the new Business Initiative Request and the Preliminary Technical Discovery. Upon completion,this document must be submitted back to the Information Technology Project Management Office. Structure This document is comprised of the following: • Vendor Details • Technical Discovery • Reference Documents DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 QUESTIONNAIRE Vendor Details Vendor Name: Vendor Completion Date: Vendor Contact Information Name: I Title: Phone: Email: 1 Vendor Website Technical Discovery 1. What's the Disaster Recovery/Business Continuity Plan?Provide documentation 2. What compliance standards does your solution comply with?(PCI,HIPAA,FIPA,etc.) Provide attestation or other documentation 3. Do you offer a data sharing agreement?Provide documentation 4. Do you offer an API?Provide documentation 5. Is this a multi-tenant solution? If so,what hosting service is used and what region does it belong to? DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 6. What is your data security policy? Is data encrypted at rest? Is data encrypted in transit? Do you store passwords in plain text? Provide supporting documentation for above 7. Does your application support Active Directory integration?If so,which technology(SAML,Azure AD, Open ID Connect,OAuth or LDAP)? 8. Does your application support single sign-on? 9. Does your application require special components to work with standard browsers,such as Chrome, Microsoft Edge,and Safari? a. Active X Control b. Java Applets c. Adobe Flash d. Other 10. Is the application compatible with the latest version of standard web browsers,such as Chrome,Safari, Internet Explorer,Microsoft Edge,and Firefox? 11. Is your application supported in a virtualized environment using VMware ESXi? 12. Is your client application supported in a VMware Horizon View(pooled)virtualized desktop environment? 13. What ports are required for communication? Server to Client? Client to Server? Server to Internet? Client to Internet? DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 14. Please provide an architectural diagram specifying server and core infrastructure requirement. 15. Does your application run on Microsoft SQL Server?(Operations) If so,which version? Do you need any special settings/flags? Do you support high availability(HA/Always on configuration)? 16. What is the maximum file size your software solution allows? Technical Support Post Implementation 1. Is support 24/7? 2. What is your SLA during regular business hours and after hours? 3. How do you communicate outages and system upgrades? What is the window of notice provided? "Training 1. Do you offer training? 2. What form(s)of training are offered(in person/live online/webinar/etc.)? Provide training packages (if applicable). DocuSign Envelope ID E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Electronic Payment(if applicable) 1. Who provides your credit card reader(if applicable):' 2. Who provides your credit card Tokenization(if applicable)? 3. For Payment Gateway,what gateway(s)are supported(if applicable)? City of Miami Beach preferred payment gateway:Authorize.net 4. What merchant(s)are supported for Credit Card Authorization(if applicable)? City of Miami Beach preferred merchant: First Data Reference Documents Please rovide the ullree iiig re erence documents as a••licable and u date the table accordingly Provided Reference Comments Document (y/N/NA) Document Access Rights Matrices(SOD) Architectural Documents Architecture-Data Flow Diagram Business Requirements Document Project Plan Example or Template Reference Documents/Memo's/Orders Relevant Business Processes - I Report Templates defined as a key deliverable Service/Product(Certification or Attestation Document) Service Level Agreement Statement of Work Example or Template System Requirements and Specifications System Design document DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 System Model/Demo (Other) Note:Please provide reference documents available from the list(as applicable). If there are others which would add value,please share them and add document title to(Other). Balance of Page Intentionally Left Blank DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 APPENDIX C MI AMI BE AC H Insurance Requirements RFP 2022-056-WG Electronic Agenda Management System PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 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:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 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 do 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(c�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:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ATTACHMENT C SUNBIZ & PROPOSAL RESPONSE TO RFP DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DIVISION OF CORPORATIONS Drvrstari cif jkiti. 0rg C Oy}PJisAT Os'(: an of rtu!State of Rotisla Ivrtnite Qgpartment of State / Division of Corporations / Search Records / Search by FEI/EIN Number I Detail by FEI/EIN Number Foreign Profit Corporation PRIME GOVERNMENT SOLUTIONS INC Filing Information Document Number F19000004808 FEI/EIN Number 47-1103353 Date Filed 10/15/2019 State UT Status ACTIVE Principal Address 912 CAPITAL OF TEXAS HIGHWAY S. SUITE 180 AUSTIN,TX 78746 Changed:07/12/2021 Mai ins A dress 912 CAPITAL OF TEXAS HIGHWAY S. SUITE 180 AUSTIN,TX 78746 Changed: 07/12/2021 Registered Agent Name&Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Name Changed:05/06/2021 Address Changed: 05/06/2021 Officer/Director Detail Name&Address Title CFO MABE, JENNIFER 912 CAPITAL OF TEXAS HIGHWAY S. SUITE 180 AUSTIN,TX 78746 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Title President Agib,Sherif 912 CAPITAL OF TEXAS HIGHWAY S. SUITE 180 AUSTIN,TX 78746 Annual Reports Report Year Filed Date 2020 05/12/2020 2021 07/12/2021 2022 04/26/2022 Document Imam 04/26/2022--ANNUAL REPORT View image in PDF format 07/12/2021—ANNUAL REPORT View image in PDF format 05/06/2021—Reg.Agent Chan9e View image in PDF format 05/12/2020--ANNUAL REPORT View image in PDF format 02/06/2020--RegAgent Change View image in PDF format 10/15/2019--Foreign Profit View image in PDF format DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 BID SUBMITTAL QUESTIONN SECTION 1 - BID CERTIFICATION F This document is a REQUIRED FORM that must be submitted fully Solicitation No: Solicitation Title: 2022-056-WG Electronic Agenda Management System BIDDERS NAME:Prime Government Solutions("PrimeGov") NO.OF YEARS IN BUSINESS:Rock Solid Technology NO.OF YEARS IN BUSINESS LO OTHER NAME(S)BIDDER HAS OPERATED UNDER IN THE LAST 10 YEARS:N/A BIDDER PRIMARY ADDRESS(HEADQUARTERS):912 Capital of Texas Hwy S Ste 180 CITY:Austin STATE:Texas ZIP CODE:78746 TELEPHONE NO.:5123479399 TOLL FREE NO.:N/A FAX NO.:N/A BIDDER LOCAL ADDRESS: CITY. STATE: ZIP CODE: PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT Michelle Cooper ACCOUNT REP TELEPHONE NO..5123479399 ACCOUNT REP TOLL FREE NO: ACCOUNT REP EMAIL:michelle.cooper@primegov.com DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 FEDERAL TAX IDENTIFICATION NO. 47-1103353 By virtue of submitting a bid, bidder agrees: a)to complete and unconditional acceptance of the terms ar all specifications, attachments, exhibits and appendices and the contents of any Addenda released specifications, terms and conditions contained herein or Addenda; c)that the bidder has not divulged, di has not colluded with any other bidder or party to any other bid; d)that bidder acknowledges that all in defined by the State of Florida Sunshine and Public Records Laws; e) the bidder agrees if this bid is document for the purpose of establishing a formal contractual relationship between the bidder and th( requirements to which the bid pertains; and f)that all responses, data and information contained in the b The individual named below affirms that s/he: is a principal of the applicant duly authorized to e) 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 Jerrica Guerra Representative: RFP Coordinator DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 SECTION 2 - ACKNOWLEDGEMENT OF ADDENDUM After issuance of solicitation, the City may release one or more addendum to the solic to bidders or alter solicitation requirements. The City will strive to reach every bidder procurement system. However, bidders are solely responsible for assuring they have to solicitation. This Acknowledgement of Addendum section certifies that the bidder F pursuant to this solicitation. Failure to obtain and acknowledge receipt of all addenda rr Enter Initial to Enter Initial to Ente Confirm Confirm Confii Receipt Receipt JG Addendum 1 Addendum 6 Addendum 2 Addendum 7 Addendum 3 Addendum 8 Addendum 4 Addendum 9 Addendum 5 Addendum 10 If additional confirmation of addendum is required, submit ur SECTION 3 - CONFLICT OF INTEREST All bidders must disclose the name(s) of any officer, director, agent, or immediate far who is also an employee of the City of Miami Beach. Further, all bidders must discli either directly or indirectly, an interest of ten (10%) percent or more in the bidder entity YES p NO If yes, please disclose the name(s): FIRST AND LAST NAME 1 2 3 4 5 6 SECTION 4 - FINANCIAL CAPACITY DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 When requested by the City, each bidder shall arrange for Dun & Bradstreet to submit the City. No proposal will be considered without receipt, by the City, of the SQR d preparation of the SQR shall be the responsibility of the bidder. The bidder shall requeE https://supplierportal.dnb.com/webapp/wcs/stores/servlet/SupplierPortal?storeld Bidders are responsible for the accuracy of the information contained in its SQI review the information contained in its SQR for accuracy prior to submittal solicitation process. For assistance with any portion of the SQR submittal proce: At time of request, bidder shall request that Dun & Bradstreet submit its Supplier Qua three (3) days of request. SECTION 5 - MORATORIUM ON TRAVEL TO AND THE PURCHASE OF GO( Pursuant to Resolution 2016-29375, the City of Miami Beach, Florida, prohibits official the purchase of goods or services sourced in Mississippi. Bidder shall agree that no Beach to Mississippi, nor shall any product or services it provides to the City be source By virtue of submitting bid, bidder agrees it is and shall remain in full compliance with R https://www.miamibeachfl.gov/wp-content/uploads/2017/11/2016-29375-Resolution-Ver North-Carolina-Mississippi-1.pdf DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 SECTION 6 - REFERENCES AND PAST PERFOF Project No. 2022-056-WG Project Title Electronic Agenda Management System Bidder shall submit at least three (3) references for whom the bidder has completE referenced in solicitation. Reference No.1 Firm Name: Longmont, CO Contact Individual Name and Title: Dawn Quintana, City Clerk Address: 350 Kimbark St., Longmont, CO, 80501 Telephone: (303) 651-8647 Contact's Email: Dawn.Quintana@longmontcolorado.gov Narrative on Scope of Services Provided: Longmont uses many of OneMeetingA¢A A s solutions for its legislative manageme, Committee Management, and Meeting Management (including Voting). Reference No.2 Firm Name: Victorville, CA Contact Individual Name and Title: Charlene Robinson, City Clerk Address: 14343 Civic Drive, Victorville, California 92392 Telephone: 760-955-5026 Contact's Email: crobinson@victorvilleca.gov Narrative on Scope of Services Provided: DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 The City of Victorville uses many of Rock SolidA¢A A s solutions for its legislative m; Meeting Management(including Voting),Video Streaming, and Committee Management. Reference No.3 Contact Individual Name and Title: San Antonio, TX Address: 100 Military Plaza, San Antonio, TX 78205 Telephone: 210-207-7255 Contact's Email: melinda.uriegas@sanantonio.gov Narrative on Scope of Services Provided: San Antonio wanted to improve their workflows and response times with a new CRM PrimeGov and Rock Solid found they could fulfill these requirements and more by colla and implementation of the OneView CRM and PrimeGov solution was highly successful a] Solid merged soon after to continue giving quality service. The City utilizes PrimeGo Management modules. DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Additional Reference Firm Name: Contact Individual Name and Title: Address: Telephone: Contact's Email: Narrative on Scope of Services Provided: SECTION 7 - STANDARD TERMS AND CONE The Standard Terms and Conditions are available at https://www.miamibeachfl.gov/city virtue of submitting a bid, bidder attests that they have read and understand the applicE in the solicitation. Project No. 2022-056-WG Project Title Electronic Agenda Management System SECTION S - VENDOR CAMPAIGN CONTRIB Bidders are expected to be or become familiar with, the City's Campaign Finance Refoi 490 of the City Code https://library.municode.i nodeld=SPAGEOR_CH2AD_ARTVIISTCO_DIV5CAFIRE Bidders shall be solely responsible for ensuring that all applicable provisions of the City with, and shall be subject to any and all sanctions, as prescribed therein, including dis, such non-compliance. Are there any individuals or entities (including your sub-consultants) with a controllinc campaign either directly or indirectly, of a candidate who has been elected to the offic Miami Beach. YES Q NO DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 If yes, list name (first and last name) of individuals, occupation, amount and date: rirst and Last ivafrr 'ontributor Occupation 1 2 3 4 5 6 7 8 9 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 SECTION 9 —SUSPENSION, DEBARMENT, OR CONTRA Has bidder ever been debarred, suspended or other legal violation, or had a contract c< sector agency? YES p NO If answer to above is "YES," bidder shall submit a statement detailing the reasons that I SECTION 10 - EQUAL BENEFITS FOR EMPLOYEES V AND EMPLOYEES WITH DOMESTIC PART When awarding competitively solicited contracts valued at over $100,000 whose contractor payrolls during 20 or more calendar work weeks, the Equal Benefits for Domestic Partners Orc business with the City of Miami Beach, who are awarded a contract pursuant to competitive bid domestic partners, as they provide to employees with spouses. The Ordinance applies to all limits of the City of Miami Beach, Florida; and the Contractor's employees located in the United 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 with spouses or to spouses c YES Does bidder provide or offer access to any benefits to employees with (same or opposite employees? p YES Please check all benefits that apply to your answers above and list in the "other" section any benefits are provided to employees because they have a spouse or domestic partner, such directly to the spouse or domestic partner, such as medical insurance. Bidder Provides for Bidder Provides fc BENEFIT Employees with Employees with Spouses Domestic Partner Health Yes Sick Leave Yes Family Medical Leave Yes Bereavement Leave Yes DocuSign Envelope ID: E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 If Bidders cannot offer a benefit to domestic partners because of reasons outside your control willing to offer domestic partner coverage) you may be eligible for Reasonable Measures con pay a cash equivalent and submit a completed Reasonable Measures Application with all ne Application will be reviewed for consideration by the City Manager, or his designee. Approval final. Further information on the Equal Benefits requirement is available at http://www.miamib( ordinance-and-procedures/ DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 SECTION 11 - BYRD ANTI-LOBBYING AMENDMENT CEF APPENDIX A, 44 C.F.R. PART 18—CERTIFICATION REGARE Certification for Contracts, Grants, Loans, and Cooperati 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 under-5 influence an officer or employee of an agency, a Member of Congress, an officer or emplc Congress in connection with the awarding of any Federal contract, the making of any Federal into of any cooperative agreement, and the extension, continuation, renewal, amendment, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any officer or employee of any agency, a Member of Congress, an officer or employee of Conk connection with this Federal contract, grant, loan, or cooperative agreement, the undersig "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 awa subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) < accordingly. This certification is a material representation of fact upon which reliance was placed when this this certification is a prerequisite for making or entering into this transaction imposed by 31, U Act of 1995). Any person who fails to file the required certification shall be subject to a civil $100,000 for each such failure. The undersigned Contractor certifies or affirms the truthfulness and accuracy of each stat addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., By virtue of submitting bid, bidder certifies or affirms its compliance with the Byrd Anti-Lobbyinc Name of Bidder's Authorized Representative: Title of Bidder 's Authorized Jerrica Guerra Representative: RFP Coordinator DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 SECTION 12 —SUSPENSION AND DEBARMENT CE 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. of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 180.940) 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, subpar 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 dE C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to th 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 throughout the period of any contract that may arise from this offer.The Contractor further ag in its lower tier covered transactions." By virtue of submitting bid, bidder certifies or affirms its compliance with the Suspension and Di Name of Bidder's Authorized Representative: Title of Bidder's Authorized Jerrica Guerra Representative: RFP Coordinator SECTION 13 - SMALL AND DISADVANTAGED BUSINE5. Pursuant to Resolution 2020-31519, the City is tracking the Small and Disadvantaged BusinessE certified as Small or Disadvantaged Business by Miami-Dade County. Does bidder possess Small or Disadvantaged Business certification by Miami-Dade County? YES SECTION 14 - LGBT BUSINESS ENTERPRISE CER Pursuant to Resolution 2020-31342, the City is tracking the utilization of LGBT owned firms thi by the National Gay and Lesbian Chamber of Commerce (NGLCC). DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Does bidder possess LGBT Business Enterprise Certification by the NGLCC? O YES SECTION 15 — CONE OF SILENCE Pursuant to Section 2-486 of the City Code, all procurement solicitations once advertised and to the City Commission by the City Manager are under the "Cone of Silence.' at hops://library.municode.com/fl/miami beach/codes/code of ordinances?nodeld=SPAGEO Any communication or inquiry in reference to this solicitation with any City employee or Cii communications with the Procurement Director, or his/her administrative staff responsible solicitation providing said communication is limited to matters of process or procedure regar solicitation are to be submitted in writing to the Procurement Contact nam at rafaelgranadofmiamibeachfl.gov Vendor attests that they have read, understand, and are in compliance with the Cone of Siler Code? p YES O DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 SECTION 16 — CODE OF BUSINESS ETH Pursuant to City Resolution No.2000-37879, the Bidder shall adopt a Code of Business Ethics Division with its response or within three (3) days upon receipt of request. The Code shall, a applicable governmental rules and regulations including, among others, the conflict of interes Beach and Miami Dade County. Bidder shall submit firm's Code of Business Ethics within three (3) of request by the City. In lie indicate that it will adopt, as required in the ordinance, the City of Miami Beach Code of Et hall/procurement/procurement-related-ordinance-and-procedures/ Bidder adopts the City of Miami Beach Code of Business Ethics? p YES O Bidder will submit firm's Code of Business Ethics within three (3) days of request by the City? p YES SECTION 17 — DRUG FREE WORKPLACE CERTI The Drug Free Workplace Certification is available at: https://www.miamibeachfl.gov/wp-content/uploads/2019/04/DRUG-FREE-WORKPLACE-CERTI By virtue of submitting bid, bidder certifies or affirms it has adopted policies, practices and stan Certification. SECTION 18— LOBBYIST REGISTRATION REQU This solicitation is subject to, and all bidders are expected to be or become familiar with, all Cit ensuring that all City lobbyist laws are complied with, and shall be subject to any and all 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 at SECTION 19 — NON-DISCRIMINATIOP The Non-Discrimination ordinance is available at: hops://library.municode.com/fl/miami beach/codes/code of ordinances?nodeld=SPAGEOR By virtue of submitting bid, bidder agrees it is and shall remain in full compliance with Section 2 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 SECTION 20— FAIR CHANCE REQUIREM The Fair Chance Ordinance No. 2016-4012 is available at: hops://library.municode.com/fl/miami beach/codes/code of ordinances?nodeld=SPAGEOR By virtue of submitting bid, bidder certifies that it has adopted policies, practices and standari Bidder agrees to provide the City with supporting documentation evidencing its compliance up the representations made herein shall constitute a material breach of contract, and shall entit the agreement, in addition to any damages that may be available at law and in equity. SECTION 21 — PUBLIC ENTITY CRIME 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, Florid convicted vendor list. DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 SECTION 22 -- VETERAN BUSINESS ENTERPRISES Pursuant to City of Miami Beach Ordinance No. 2011-3748, https://library.munico' nodeld=SPAGEOR CH2AD ARTVIPR DIV3COPR S2-374PRPRPRVECOGOCOSE the City shall give which is a small business concern owned and controlled by a veteran(s) or which is a service within five percent (5%) of the lowest and best bidder, by providing such bidder an opportuni the lowest responsive bid amount. Whenever, as a result of the foregoing preference, the ad. small business concern owned and controlled by a veteran(s) or a service-disabled veteran bL to an ITB, RFP, RFQ, ITN or oral or written request for quotation, and such bids are responsi' quality and service, then the award shall be made to the service-disabled veteran business enti Is the bidder a service-disabled veteran business enterprise certified by the State of Florida? YES 5 Is the bidder a service-disabled veteran business enterprise certified by the United States Fed YES DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ONEMEETING Comprehensive Agenda Management Solution Proposal for Miami Beach, FL Submitted To: Submitted By: William Garviso, CPP, CPPB Michelle Cooper, Sales Director Procurement Contracting Officer II Rock Solid Technology, Inc. 1755 Meridian Avenue, 3rd Floor, 912 Capital of Texas Hwy S, Suite 180 Miami Beach, Florida 33139] Austin,Texas 78746 WilliamGarviso@miamibeachfl.gov michelle.cooper@primegov.com (305) 673-7490 512-347-9399 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 ROCK SOLID ONEMEETING Tab 1 - Cover Letter and Table of Contents Letter of Introduction Dear William Garviso, Thank you for the opportunity to help the City of Miami Beach upgrade to a cohesive agenda management system that manages your public meeting processes with the latest,easy-to-use technology. Rock Solid is familiar with the City's needs in part because we have selectively recruited the most experienced team members in the industry. In fact, we started Rock Solid because we had developed strong relationships with government staff over the years and we were disheartened by the steady decline in the quality of service and the lack of technical innovation by the big software providers in this space. Rock Solid is different because our only focus is on managing the public meeting process.We do not build websites or other non-legislative products.We live to make clerks'lives easier.It's just what we do.Having that focus means that every day our team is in the field with our clients to see and hear for ourselves exactly where the legislative process needs automation. Then, because our development team is not distracted by other products,we quickly build solutions to meet those challenges.A recent example is the ability to send property notices via postcard without ever leaving our system. Here are some of the many ways we stand above the rest: • Every member of our executive team and board has years of experience working with clerks. Unlike document management companies or private equity firms,we understand the pressure staff is under during a meeting and the need for us to respond quickly,especially when the council and the public are waiting. • We build our solution on widely used and supported web applications.Technology, particularly video, has improved dramatically over the last five years; it no longer makes sense to recreate a video player or storage when Google and Microsoft have spent billions developing and maintaining their products.Our role as a company isn't to recreate the wheel but to adapt software to meet the specific needs of clerks.We offer seamless,superior integrations with popular, easy-to-use products such as Laserfiche,YouTube,Word, Zoom, Chrome, and more. • Our dedication to delivering the best solutions specific to local government frees up our team to develop software relevant to clerks and members of the public looking for information.This feature, along with our new Quick Voting solution, is why the City of Los Angeles contracted with us to replace four of their existing systems with our one. • Rock Solid's software is 100%cloud-based and can be used from any location without a VPN (Virtual Private Network) setup.There are no client-side installations,stream-lining deployment and implementation. OneMeeting's completely virtual environment ensures business continuity even when faced with the toughest externalities, such as a natural disaster or a public health crisis. • OneMeeting's agenda management system allows for the instant generation of agenda packets. Compiling and converting various staff reports and attachments into a complete agenda packet can take hours, but with OneMeeting,this important function happens immediately. 111 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 • The system does art automatic check to ensure that the files of supporting documents function prior to compiling. If they are corrupt, it identifies the broken file for easy replacement,saving you hours of time otherwise spent searching for the specific file. • OneMeeting provides powerful and flexible workflows. Our workflows can be set up to automate a number of tasks such as appointing citizens to boards or sending emails to appointees. Furthermore,staff can create a peer review group as part of a workflow that allows reviewing or editing permissions for staff members without disrupting the standard approval process. • OneMeeting's agenda solution is directly tied to our committee management tool and allows for direct item approval through the entire agenda process.This means your workflow and forms controls can be based on specific committee processes. In addition, items can be pushed all the way through the approval process by automation-based approval actions. We are professionally and personally committed to making the City of Miami Beach's deployment a success. Our implementation plan,flexible training options, and understanding of your requirements ensure that your system will be widely adopted.Once deployment is complete,we'll be there for you with our experienced support staff and stable, modern technology. We look forward to working with you so you can see for yourselves how easy OneMeeting is to use and why our experience,technology, and focus on the legislative process make us uniquely capable of meeting your requirements. The proposal and the prices contained therein will remain firm for a period of ninety(90) days after receipt by the City. Sincerely, AcA5itruA. Michelle Cooper,Sales Director 2 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ON EMEETING Table of Contents Tab 1—Cover Letter and Table of Contents 1 Letter of Introduction 1 Table of Contents 3 Tab 2—Experience and Qualifications 5 Executive Summary 5 Our Understanding of Miami Beach's Needs 5 Proposed Solution 5 Why Choose Rock Solid 6 Profile of the Firm 6 Company History 6 Our Future is Solid 6 Key Project Team Members 7 Project Team 9 Representative Projects 10 References 12 Tab 3—System Capabilities, Project Approach, and Technical Requirements Analysis 13 Agenda Automation 13 Agenda Compilation and Publishing 13 Automatic Electronic Signatures 14 Key Module:Workflow 14 Key Module: Meeting Viewer and Annotations 15 Meeting Management 16 Key Feature: Speaker Management 16 Member Voting 17 Video Streaming 17 Public Portal 18 Data Migration 18 Global Features and Services 19 Standard Reports 19 Custom Reporting 19 Mobile Accessibility 19 3 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Open API 19 Integrations 19 OneMeeting x Laserfiche Integration 20 OneMeeting x YouTube Integration 20 OneMeeting x Swagit Integration 20 SaaS Solutions-Data Storage and Backup 20 Data Storage 20 Data Backup Process 21 Network Bandwidth and System Requirements 21 Software Modifications 21 Updates 21 Change Requests 21 System Documentation 21 Additional Modules Available: 23 Committee Management 23 Video Streaming- Live Closed Captioning 24 Additional Products 25 OneRequest 25 OneView 26 Appendix B 28 Tab 4—Approach and Methodology 37 Implementation Approach 37 OneMeeting Implementation: Methods and Stages 37 Projected Timeline 37 Project Team 38 User Testing 39 Training Plan 39 Training Breakdown 41 Unparalleled Customer Support 42 Service Agreement 43 Tab 5- Resident Engagement Tool 55 Community Engagement 55 Tab 6—Cost Proposal 56 Exceptions to Standard Agreement 57 AJA Helo Encoder Information 58 • DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ONEMEETING Tab 2 - Experience and Qualifications Executive Summary Our Understanding of Miami Beach's Needs At Rock Solid,we take pride in fully understanding your project before it begins. Before project initiation, we will provide you with a project plan and, if requested, a Scope of Work("SOW")document to support a clear understanding of the project. We are dedicated to providing our clients with the best software solutions in the local government space as well as the most knowledgeable implementation teams, a proven training methodology to support wide internal adoption of the system, and world-class technical support. Our Service Level Agreement outlines our targeted uptime of greater than 99.95%as measured on a monthly basis. (For more information, please see Schedule 1 of our standard services agreement.) Rock Solid's implementation methodology framework includes planning and discovery, implementation, and project closure. The discovery period includes comprehensive review and analyses of the Client's business processes for agenda and management. Additional discovery sessions will be held with subject matter experts to map and document workflows, forms, and documents to drive a successful configuration period and lead into training,go live,and transition to the support team for on-going, long- term support. Proposed Solution The following list is a summary of the proposed OneMeeting modules for the City of Miami Beach. Each module is 100%cloud-based SAAS and our solution's expandable, modular design can readily incorporate additional enhancements in the future. • Agenda Automation:Supports the Miami Beach staff in the full lifecycle of the agenda creation. Starting with the creation of a meeting, an item or even just the user itself, Agenda Automation will support managing the entire agenda process. • Meeting Manager:OneMeeting's module for meetings, managing the roll calls, motions, votes, minutes, notes actions,video streaming and much more. o Speaker Management: Control speaker time with the timer. o Member Voting:Support the council's need to vote electronically. o Kiosk:Allow residents to register to vote at the kiosk when attending a meeting • Video Streaming: Miami Beach is looking to have complete transparency with its residents,which starts with video streaming.OneMeeting's video module supports live stream and on demand recording directly to YouTube, creating some of the most powerful streaming in the market. • Community Engagement: The final piece of clear resident and transparency, allowing for your members to comment on items pre meeting. 5 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Why Choose Rock Solid Rock Solid is led by a team that has been working with local governments for over 20 years. That experience provides the strongest background in the industry in understanding the needs of clerks, the checkmarks for IT,the transparency of the council, and the contracting of procurement. Rock Solid is in a unique position to offer all the expertise needed to guide Miami Beach on this next step of software automation. Our implementation, project management, and support teams work solely with local government staff,providing the best possible customer experience and partnership to our customers Profile of the Firm Company History Prime Government Solutions ("PrimeGov"), a subsidiary of Rock Solid Technology, will be providing the work for this proposal. PrimeGov was founded in 2014 when several jurisdictions—dissatisfied with their current agenda management software options—began looking for a company committed to the legislative process. The PrimeGov team came together to solve this problem. We are a group of leaders that have been serving municipal clerks for more than 20 years.We are passionate about providing quality products, world-class customer service, and close collaboration with our clients. We are dedicated to unlocking the potential of municipal governments through technology, to promoting transparency to empower communities,and to fostering civic engagement. Prior to 2014, our team designed and implemented hundreds of legislative management solutions as founders of Granicus, Inc. Over the years, we have worked hard to develop strong relationships with government staff throughout the US and Canada and we were disheartened to see the steady decline in service quality and the lack of legislative focus by the leading software providers. It's because of this decline that our founder started developing the OneMeeting Legislative Management Suite in February 2015.The goal was to utilize the latest technology, strategic partners, and our decades of experience to bring the best possible legislative management product to market.By building our solution on widely used and supported "commercial" web applications and social media, we have been able to rapidly build a single product that can handle the entire legislative process. Cities and counties all over the country soon took notice and entered into agreements with us. In the last six years, we have gone from one client to more than eighty of all sizes: from the City of Los Angeles to Oklahoma City to Oviedo, Florida. Our Future is Solid In March 2021, PrimeGov accepted an offer from Rock Solid Technologies, backed by Strattam Capital. This has allowed PrimeGov to continue our client-based philosophy while bringing in additional resources to capitalize on the market opportunities ahead of us. Rock Solid Technologies provides constituent relationship management (CRM) and citizen engagement solutions for local government. Founded in 1994, Rock Solid is currently a company of 180 employees and has headquarters in Austin, TX and San Juan, PR as well as multiple satellite offices. PrimeGov and Rock Solid first partnered on a deal with the City of San Antonio, which confirmed the value of a combined solution as well as validated our assessment that an integrated offering would create the premier digital solution for government. Bringing the Rock Solid and PrimeGov companies together has allowed PrimeGov to: • DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 • Align our vision and mission with our new parent company • Strengthen and support our engineering and sales resources • Continue to scale and grow with our current PrimeGov team in place ROCK SOLID ONEMEETING Key Project Team Members PrimeGov's leadership has decades of experience in agenda management and this is built into our company culture and procedures.Our staff leverages this experience as well as their own expertise to deliver projects in a highly professional and efficient manner. Please note that project team members are subject to change based on time and resource commitments.Any staffing changes will be confirmed prior to the start of the project. Name and Title Project Role Summary Sherif Agib, President Executive Sponsor Oversees project health and customer satisfaction. Ensures customer stakeholders receive optimal service per agreement. Larry Thorpe,Technical Lead Implementation Configuration,testing and technical Consultant guidance Padraig Supple, Project Project Manager Primary point of contact focused on project Manager management, discovery,and training of overall solution Sydney Erickson,Support Support Lead Primary point of contact for continued Analyst,Team Lead support Michelle Cooper,Sales Director Sales Contact Primary point of contact for solution design and pricing Sherif Agib • https://www.linkedin.com/in/sherifagib/ • Education/Certification:AMA Executive Leadership Program • PrimeGov: o President, Mar 2021—Present o CEO, Mar 2020—Mar 2021; o COO,Jul 2019—Mar 2020 • Other relevant experience: o Granicus(highest role:VP of Operations)Jul 2008-Jun 2015 Larry Thorpe • https://www.linkedin.com/in/Larry-thorpe-66418185/ • Education/Certification: Utah State University • QA/Customer Success Manager,Aug 2018-Present • Other relevant employment: o Hyland Software,aka Sire Technology(highest role:Technical Support Manager)Aug 2011- Aug 2018 7 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Padraig Supple • https://www.linkedin.com/in/padraig-supple-64895631/ • Education/Certification: University College Cork(BSc); National University of Ireland,Galway (MSc) • Project Manager, Mar 2020-Present • Other relevant employment: o Propylon (highest role: Senior Business Analyst) Feb 2013-Mar 2020 Sydney Erickson • https://www.linkedin.com/in/svdnevherickson/ • Education/Certification: Berklee College of Music • Technical Support Lead,Jul 2020—Present • Other relevant employment: o Granicus(highest role:Customer Support Team Lead)Sep 2015—Jun 2019 Michelle Cooper • https://www.linkedin.com/in/michelle-cooper-primegov/ • Education/Certification:Texas Christian University • Sales Director,August 2020-Present • Other relevant employment: o Diligent(highest role:Senior Governance Specialist)Jan 2018-Aug 2020 8 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ONEMEETING Project Team Rock Solid's leadership has decades of experience in agenda management,and this is built into our culture and company procedures. Sherif Agib Padraig Suoole Chief Customer Officer Project Manager July 2019-Present March 2020-Present i414 Linkedln Linkedln VP of Operations at Granicus t Former Propylon Sr. 2011-2015. Business Analyst 2013 Over a decade of experience 2020. l.• working with government aiLti 8 years of experience in professionals. government tech. Tom Spengler Sydney Erickson CEO.Rock Solid Technologies Technical Support Lead Nov 2019-Present July 2020-Present Linkedln Link In • � •- Member,Board of Directors at Former Granicus Customer Propylon,Ascendify.and Care Engineer and PrimeGov. Customer Support Lead Granicus co-Founder and CEO 2017-2019. { 1999-2014. 20+years of experience working with government professionals. • ----- Larry Thorpe Michelle Cooper Technical Lead Director of Sales Aug 2018-Present August 2020-Present Linkedln ' Linkedln Former Technical Support - Former Diligent Local Manager for Hyland Software Government Team Lead • (Sire) ; 2018-2020. 2011-2018. Over 13 years of experience 10 years of experience in local in local government tech. government tech. 9 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ONEMEETING Representative Projects Client:Oklahoma City, Oklahoma Products:Agenda Automation,Video,Committee Management, Meeting Management,and Electronic Voting(including public display and tablet voting). i * ��• * These solutions also include our calendar management functionality. The City of Oklahoma selected OneMeeting in 2019 for its legislative management system needs because of our innovative and intuitive technology and our reputation for excellent customer service.Their challenges included complex meeting processes and procedures and the management of multiple committees and meeting types.When the coronavirus pandemic hit in the middle of their deployment, Rock Solid quickly implemented its Virtual Public Meeting solution for Oklahoma City,seamlessly integrating the new product into their complete solution and allowing them to pivot to remote technology to keep their staff safe and their constituents informed during the crisis. Client:City of Los Angeles,California Products:Agenda Automation,Video, Meeting Management, and Electronic Voting. The City of Los Angeles used four disparate products to put together their legislative management system. LA also faced the additional challenges of managing many meetings(the City Council meets three times per week)and of limited platform flexibility.The Rock Solid engineering team worked closely with LA to transition their entire legislative process into a single,secure cloud-based solution.A snapshot of highlighted features LA uses to digitize their legislative process (not limited to): • Flexible&Customizable Agenda Templates:The city officials can customize any agenda templates for on-going meeting management needs. • Bulk Signature:The mayor's ability to sign all approved documents with a click of a button. • Advanced Search: Custom search parameters for residents to discover how each council member voted on specific items. • Email Subscription: Enable LA residents to effortlessly subscribe to various lists based on topics and keywords. • Video Solution:A high-definition cloud-based video solution to meet speed and agility requirements. • 10 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Client:Ventura County, California Products:Agenda Automation,Video,Committee g ` 00UNT Nsi A Management, Meeting Management,and Electronic Voting(including public display and tablet voting). Ventura County had been using one of our competitor's legislative management systems,which discontinued any new development.The IT Manager felt that the agenda management software had its limitations; it wasn't great from a usability standpoint, and it wasn't intuitive.Ventura County's virtual live meetings were unstable due to their video streaming platform.There were frequent glitches, causing issues in at least every other Board meeting.They selected Rock Solid because of our reputation as a company that focused on and was responsive to its users and their constituents and that created a streamlined and innovative solution. Rock Solid set itself apart not only with its focus on the clerk's office, but also with its personal, proactive customer service and support.We have been pleased to partner with Ventura County on an agenda management and video streaming system that is intuitive, innovative,and affordable and as a team that understands the high pressure of live meetings and is dedicated to being extremely responsive to the County's needs. • 11 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ON EMEETING References • Longmont, CO o Description: Longmont uses many of OneMeeting's solutions for its legislative management needs: Agenda Automation, Video Streaming, Committee Management, and Meeting Management (including Voting). o Address: 350 Kimbark St., Longmont, CO, 80501 0 Contact: Dawn Quintana, City Clerk o Phone: (303) 651-8647 o Email: Dawn.Quintana@longmontcolorado.gov o Go-Live Date: 7/7/20 • Victorville, CA o Description:The City of Victorville uses many of Rock Solid's solutions for its legislative management needs, including: Agenda Automation, Meeting Management (including Voting), Video Streaming, and Committee Management. o Address: 14343 Civic Drive, Victorville, California 92392 o Contact: Charlene Robinson, City Clerk o Phone: 760-955-5026 o Email: crobinson@victorvilleca.gov o Go-Live Date: 8/21/20 • San Antonio,TX o Description: San Antonio wanted to improve their workflows and response times with a new CRM system and a new Agenda Management solution. PrimeGov and Rock Solid found they could fulfill these requirements and more by collaborating on the project. The resulting interaction and implementation of the OneView CRM and PrimeGov solution was highly successful and surpassed all expectations. PrimeGov and Rock Solid merged soon after to continue giving quality service.The City utilizes PrimeGov's Agenda Automation and Committee Management modules. o Address: 100 Military Plaza, San Antonio,TX 78205 o Contact: Melinda Uriegas, Assistant to the City Clerk o Phone: 210-207-7255 o Email: melinda.uriegas@sanantonio.gov o Go-Live Date: 7/27/21 12 12 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ON EMEETING Tab 3 - System Capabilities, Project Approach, and Technical Requirements Analysis Agenda Automation and Meeting Management Solution Agenda Automation With OneMeeting, you can manage the entire agenda process--from submitting an agenda item for a meeting to ensuring that the item has all the necessary supporting materials to be heard. Agenda items can have pertinent item information tracked such as sponsor, background, speaker, recommendations, etc.All custom fields can be searched and tracked for reporting purposes. Agenda items can be moved or copied to another meeting with a full legislative history available.As items are moved, copied or arranged within the meetings, the numbering and formatting of the item is automatically adjusted.This makes last-minute changes and item prioritization simple to handle. As part of Agenda Automation, OneMeeting includes customizable electronic forms and our Workflow module. Using this automation, the Client can add an agenda item and send it through an approval process.This automation provides an efficient and trackable way of making sure that an item is properly reviewed and ready to be presented at a meeting. There is no limit to the number of ® agenda templates that can be created in the solution. Multiple templates can even be created for smo .mmi individual meeting types. For example, there could be a regular _ _ — meeting and a closed session meeting for the same body. The • _—_ Client has complete control of the .•..■„••••iii _ — -- templates, and how they are — formatted. Documents that are added to an item either directly or through workflow can be in any format and will have OCR performed on them so they can be searched easily.There is no limit to the number or type of documents that can be added to an item.They will also be converted to PDF.There are no proprietary file formats used in the solution. Agenda Compilation and Publishing Once an agenda and all its supporting materials have been added to the system the Client can compile them into a packet with the click of a button.That packet as well as the agenda can be published to the Client website with another click of a button. The format for the published agenda is configurable and includes all of the industry-standard programs such as HTML, PDF, and Microsoft Word. Both the agenda and the packet are automatically collated for printing or publishing. • 13 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 OneMeeting also supports unlimited meeting bodies, allowing each Board and Commission the unique permission levels to create and publish their own agendas and minutes. Publish dates can be controlled by each Board and Commission to meet State requirements. Automatic Electronic Signatures OneMeeting offers the same functionality that electronic signature solutions like Docusign provide without the need to manage and login into multiple solutions.The ability to electronically sign documents within the OneMeeting application is controlled by the workflow system. Users can designate the signature's location and the required signee. Moreover,controls within the workflow allow for iteration and finalization of the document before it reaches the signatory for final signature. This eliminates the need for multiple steps of finalizing a document within the document management system as well as needing another application for electronic signature.OneMeeting offers both functionality within the same process and in the same system. Key Module: Workflow The OneMeeting Workflow module allows for the automation of virtually any business process.This means that not only can it be used to track and manage the submission of agenda items, but it can also be configured to automate the processes surrounding meeting such as forward planning,scheduling, notifications,agenda review, agenda distribution,citizen input, meeting actions, and staff follow up after the meeting. awroa.*+s+•..•..• b • •• e My Active Tasks N Test Peer Review Routing u..u.• b..o.a l.a... Hells .rw n Groom. !! orr». ya ^e:lerl.*NnW.rura wr.»CEr NNb UN,*tronto(*aw. aµr. ruwr.* MAs+:1go •I r • Included Features: • Automatic initiation of workflow when an action request is submitted electronically • Automatic text replacement shortcuts such as financial formatting,committee/councilor names, and title prefaces • Easy document routing for review and approval • Automatic notification via email or workflow queue • Parallel work process • User friendly administration • 14 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 • Unlimited workflows can be created to automate any process • Reporting • Real-time monitoring of flows to show where action requests are in the process • Deadlines can be set for tasks to be completed OneMeeting workflows and security levels are highly flexible and can assign tasks, priorities, and security at both the individual and group levels. Creating,tracking, and prioritizing an item for inclusion on the common agenda is simple and efficient when utilizing the workflow's parallel work process and real-time status updates. Highly editable,custom workflows would also allow for easy maintenance of the list of pending agenda items to ensure nothing gets left out of the next meeting. The OneMeeting workflow system allows for easy,visual changes to business rules as needs grow and evolve.These changes can be made without impacting in-flight work. Peer Review adds an additional level of inter-departmental review prior to moving on to the next approver in order. Key Module: Meeting Viewer and Annotations The OneMeeting Meeting Viewer is provided with the solution. Meeting Viewer allows users to view different document types without having to have the native application on their device. It also allows users to annotate their copy of the agenda and supporting materials.Some of the annotations included are notes, highlighting, redaction,signatures, and more. When a user annotates 111 ,.` their copy of the agenda, rase.P.„rawmarn Vaal . .. ..,.,,.,•.... .a,,,,.o.n.,,,,,,.;.,o,,..,,,,,...,.... they will have their — annotations on the agenda when they log in for the 1�.. meeting. Because the • --- --�-�-- - - — � OneMeeting solution is ---� 100%web-based and has "-""'""` been designed with mobile- • -, first technology, users can access the system from any a...,.W.1... device that has a web • browser. • 15 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Meeting Management During a meeting, all roll calls, motions, votes, minutes, notes, actions, and video streaming can be performed with ease. The OneMeeting real-time meeting management tools provide a single interface that allows all aspects of the meeting to be managed,often by a single user. o x Alternatively, the system f • kT g Po a G , • * k allows members of the P,,,,»,cr4Mee ngV,,, , Cr •-- --• board to record their own • - O votes using their web- 1 • >.� » • ,W} enabled device. The real- •1i--^A4111.1 time meeting tools also yn•NM10 wa1 .a»'�YAli{4 t@H•MMM oWN.RoNt .��=sk4 y.;=�=u , provide options for citizen e engagement. Information .»a "°°"" """"'"""`"" See. ..'•. • about the current item, 4• speakers, motions, and • votes can be displayed in • ...• • the meeting or online via '"""°"""IIIIIMIIMItn.11.00WO:Arrater Or Mniiamato.r% the public portal in real time. ® Citizens can also participate in conversations with other citizens and leave comments about the meeting as it progresses via the public portal. All the comments, conversations, and information about the meeting and specific agenda items can be archived and stored or made available to the public post meeting as part of the meeting page or legislative history if the Client chooses to do so. In addition,a Speaker Management system is built in that allows for speakers to sign up for a topic they want to address the board about.Once they begin speaking a user can start the timer,so they know when their time is up. Key Feature: Speaker Management • A speaker management interface is included as • part of Meeting Management and includes a timer -"+a that can be displayed in chambers. Speaker Management can be configured in a couple different ways. Members of the public that would like to speak on a particular item can either sign up online, and be automatically added in the system, or can be manually added by the clerk or other user that is managing the meeting in the system. How they are placed in the system is completely up to the Client. Once it is time for the speaker to start talking the clerk or other user can start the timer. Additional time can be added if needed. • 16 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Member Voting The Meeting Management interface known as Meeting Viewer also provides a means for the members to record their I vote during a meeting and offers the ability to communicate the voting process of agenda items to the public. This solution allows voting members and • NM •"` support personnel the opportunity to electronically view items and supporting - documentation on the agenda and to electronically cast votes on motions. The Voting solution provides an automated and effective approach to recording the events of the meeting to make it easy for the supporting personnel to follow along and manage the meeting as it is in session. Video Streaming The Video/Audio recording is integrated into the live meeting '�Ian :`:�= • module and allows the video to be • MS....moo. •„....exao , easily started, items to be • .M„,,,.....__•.M..r.a_._,..._. ,• timestamped, and video to be • —.._.,.., ":'.�,."r..�:.=:r.• embedded into the public portal and I. .1• rz 1111111 •--�� _, legislative history. The timestamps - can also be cross-linked with the •-- ---°—�^la�•• relevant elevant agenda item and its •O�MOMrq i•M••FA��MOO.py.,�.rrr+ " corresponding documents. All of this ...� ®'.. . . is from within the same interface ' used for running the meeting. 'mkt. The live stream and on-demand recordings are managed through YouTube's powerful distribution platform. One of the advantages to using YouTube is that they provide a free audio-translation component that can be used for closed captions.The Client will need an encoder to stream, but all existing cameras,microphones,etc.will work. Through OneMeeting's encoder technology, clients have the ability to pass the video signal to other platforms such as PEG channels and social media platforms. 17 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Public Portal The Public Portal can be integrated directly within the Client's website,providing a seamless look and feel. Constituents can search for and view meeting agendas, minutes, supporting materials, and video/audio. The portal also provides the ability for constituents to search the legislative history of an agenda item with a unique ID showing virtually all the cur—s uau w.roy. ------------------- information the system knows about a ®- _ particular item. This includes the meeting history, voting records, speakers, and video - -- - - specific to the item. All documents added to the system about the item are OCR'd for full text or highlighted search for additional information. 0 An internal portal can also be used if the Client -. _ ,.,.•_ would like to publish specific information -f4 internally prior to it being made available to the public. Data Migration Rock Solid has developed custom data migration tools to transfer the Client's data from Novus into the OneMeeting system to ensure the Client keeps all its meeting information and videos.Rock Solid will work with the Client to establish the scope of migration which varies based on volume of data and current systems.The migration tool can access the data (read-only)to pull it from the current system and bring it into the OneMeeting system. We conduct each migration with three stages followed by a validation period.These stages of migration are meeting records,video uploads and metadata/attachments. Meeting Records Metadata and Attachments We start with meeting Video Uploads records so we The last can add videos, meeting details Data Validation brought over This stage metadata and brings over attachments in are videos-this is This stage attachments the next stages. limited to confirms data and metadata and resources Migration like items and maximum of 95 Complete! per day,per were correctly sections. transferred. YouTube. 18 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Global Features and Services Standard Reports The OneMeeting reporting engine allows users to configure reports on any data stored in the system. Users can create"views" using system tools then use those views to create their own report.Standard reports are also provided and include: • Committee Member Reports • Committee Vacancy Reports • Vote Records • Attendance Records • Audit report(login,adds,deletes,etc.) • Usage Reports(Items Submitted, Items Approved, Review Time) All reports can be exported to(PDF,CSV, and Excel). Users can filter and re-run standard reports or save them. Custom Reporting The Committee Management module's robust programming makes generating detailed reports quick and easy. The custom reports can be tailored to include specific information such as composition and demographics of the city's various boards and commissions, including information pertaining to their gender, race, veteran status, disability status, address, and city district of residence while still differentiating between applicants and confirmed appointed persons. Future developments scheduled for mid-2022 include dedicated Demographic Infographics, making demographic information easily accessible through the dashboard environment. Mobile Accessibility As a completely web-based solution,anyone with permissions can view and access the agendas, minutes, and supporting documents from any device that has a web browser. The solution has been designed with mobile-first technology so that the product displays and scales appropriately depending on the device the user is viewing it on. OneMeeting is ADA and WCAG compliant. Open API The OneMeeting Legislative Management Suite is driven by Restful Web Services. This allows virtually anyone (other software vendors, open data developers)the Client allows to consume the data available in the system.Access is controlled by the Client and the available "datasets" are published by the Client, just like publishing an agenda. Integrations Rock Solid builds our solution on widely used and supported web applications. Technology, particularly video,has improved dramatically over the last few years.Our role as a company isn't to reinvent the wheel but to adapt software to meet the specific needs of clerks. We provide out-of-the-box Laserfiche, Zoom, Microsoft Office365 SSO, Google SSO, and YouTube integrations to pair our best-in-class solutions with our clients'existing systems. 111 19 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 OneMeeting x Laserfiche Integration Rock Solid provides an out-of-the-box integration to match our best-in-class Laserfuche• solutions with our clients' preferred Laserfiche document management software. More than 20% of OneMeeting clients opt to use this integration in their solutions. This integration helps our customers manage their documents and link with their existing software solutions. The OneMeeting integration with Laserfiche provides two primary features: • Documents, and their related metadata, can be published to selected Laserfiche folders when pulled from OneMeeting • Laserfiche folders can be accessed to select files to upload when adding attachments to sections and items in OneMeeting Our solution removes the need for users to manually download files from one system to place in the other. We save our users time and reduce the risk of errors due to manual work. In addition, the mapping of metadata when publishing documents from the OneMeeting system into Laserfiche provides even more time saving and error reduction,ensuring data is accurate and present in all files. OneMeeting x YouTube Integration CIIYouTube OneMeeting seamlessly integrates with YouTube to live-stream your meetings and retain all past meeting recordings. Once OneMeeting is connected to the client's YouTube channel, public meeting videos will be created and linked from OneMeeting automatically.Within the meeting,the client will be able to control settings such as privacy settings,streaming options, and streaming resolution. YouTube videos can be directly embedded into our Public Portal,with direct links to indexed timestamps recorded on an item during the meeting.After the meeting concludes,the client has the option to add alternative video links from YouTube,streamlining the viewing process. OneMeeting x Swagit Integration OneMeeting also has an integration with our video streaming 4o) swa g i t partner,Swagit.Swagit specializes in high-end streaming options. always connected Their end-to-end platform integrates seamlessly into the OneMeeting Platform for a hassle-free end-user experience. Benefit from both sides of this dynamic partnership as we highlight the advantages of: • Hands-free video streaming • Multi-lingual agendas&video • Complete agenda item submissions,every time • Workflows that actually do the work for you SaaS Solutions - Data Storage and Backup Data Storage Rock Solid provides unlimited data storage for its clients as part of our standard solution offerings.Clients will never have to worry about running out of storage space or needing to upgrade to a larger data storage package. 111 20 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Data Backup Process All data is backed up and stored in multiple locations in real-time. Databases have Point in Time Restore up to 35 days. This means we can restore to any minute within the last 35 days. After that, restorations are saved weekly up to 6 months.Individual files have Point in Time Restore up to 2 days and daily backups for 30 days afterwards. Rock Solid hosts all data in Microsoft Azure, which is a Tier 4 data center, and all connectivity is automatically managed by the Azure infrastructure. Azure guarantees a permanent data failover. Extra data backups are available upon request. Clients may also export data to external devices for additional storage. Rock Solid follows the standard protocols for recovery stated by Azure. Rock Solid uses HTTP2 protocol, so all communication between the client and server is secure and encrypted. Our database, backups and other data at rest is stored on Azure resources that have automatic encryption on all the elements. Network Bandwidth and System Requirements The entire application is web-based, so there are no minimum bandwidth requirements for web application usage. For video viewing, each user would use 5 Mbps as it's a 720p stream. Bandwidth requirements per client are dependent on user usage. With mobile accessibility in mind, OneMeeting has been designed to run on any device that can support the latest web browsers including Chrome, Safari, Microsoft Edge, and more. Software Modifications Updates Rock Solid provides an average of 24 releases per calendar year.Our software handles all upgrade related activities and requires no action from the customer. Rock Solid has an Agile approach, releasing new versions(updates)to the server every two weeks. All updates are automated using Microsoft automation tools.All release notes and update information is freely accessible and stored in our online knowledge base. If a patch is defined as a hot fix and has a heavy impact on customers, it will be released as soon as possible with little-to-no down time. Please see the Support Services Agreement(Schedule 1 of the Services Agreement)for more information. Change Requests Client input is viewed as essential to our success at Rock Solid. We pride ourselves on a superior client experience, and that includes taking all client input for future enhancements or solution improvements seriously and considerately. Client feedback is always welcome and clients are encouraged to participate in future user groups and focus groups to see how we can continue to expand and improve our products. System Documentation When releases and updates are made, all Rock Solid clients receive notification and supporting documentation via email. OneMeeting users also have access to an online knowledgebase full of helpful training videos, manuals, and articles. Documentation is revised and expanded on a weekly basis and client usage is tracked to ensure that documentation updates prioritize frequently accessed topics and 21 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 areas of great interest to our clients. The major documentation categories (e.g., PDFs and webpages) in the knowledgebase are: • Resolution Articles(for both Admin and general users; broken out by product type) • Product Guides and Administration (for both Admin and general users; broken out by product type) • How-To Articles(for general product troubleshooting and training) • Product Updates(for continued communication and training on product improvements) • Release Notes(for communication regarding product fixes and improvements) • System Requirements(for Admin and general users) More details and examples can be provided upon award of contract. 111 22 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ONEMEETING Additional Modules Available: Committee Management OneMeeting has integrated the management of boards and commissions as a core part of our solution. It is not a separate module or an afterthought, it's built right in. Viewing, editing, and adding committees, boards, members, or positions, has never been easier. In one succinct view, a user can take care of all committee tasks efficiently and effectively.They can quickly create initial and subsequent terms,and even split terms if a seat becomes vacant mid-term. Citizens can easily apply for vacant positions through fully customizable online forms.The application will be efficiently routed through the designated approval process using the workflows from the agenda automation. Once an applicant is selected, acceptance or rejection letters can be sent to multiple or individual applicants through the Committee Management's notification system. Customers can create meetings customized to a committee's schedule, including the ability to specify the exact cadence, time, and location of meetings. Once the meeting is scheduled, the OneMeeting Committee Management will keep committee members regularly informed about their upcoming meetings. Committee members have access to their schedule and meeting materials on their mobile •, device so that they are always informed wherever : " — — --- they go. ""�.— .. Integrating Committee Management as a core piece of the software allows — •- :- an unlimited number of meeting types to be created - for each committee. Each meeting type can have a variety of templates (agenda, minutes, action summary, confidential, etc.) that allows for maximum flexibility without duplicating data entry or administrative efforts. 23 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Video Streaming- Live Closed Captioning - _-„_,, - . Clients may choose to take advantage of OneMeeting's cloud-based Live Closed 4,- MIMI ._ =."- ,..�,.:...- - _ Captioning offering to enhance their meeting videos. Automated closed = "" "' captioning is available without the ,__ purchase of any additional equipment and —w—_--- increases accessibility and transparency for ••------ —'- '" constituents. • 24 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 O ROCK SOLID Additional Products The following solutions are two other products that readily complement the OneMeeting solution and may help the City in other areas: ROCK SOLID ONEREQUEST Rock Solid's OneRequest solution is specifically designed to provide the City with a centralized system of receiving, managing, and responding to PRR and FOIA.As an accelerator product,Streamline combines the built-in value of a software product and the flexibility of custom development. Unlike fully custom- built solutions,this proposed solution can be quickly implemented within 2-4 weeks to make a tangible difference in operations. OneRequest's main features include: • A multi-language(English/Spanish)solution platform in the Software as a Service(SaaS) model that incorporates record and document management,workflow automation, performance metrics, MS Excel integration, built-in alerts,electronic messaging, mobile compatibility, improved security and best practices. • A web, desktop and mobile compatible,public portal to enable residents, business and media to easily submit public record requests and access self-service capabilities to manage profile, see notifications,track status of request and download responsive documents. • A web, desktop and mobile compatible,staff portal with built-in dashboard and reporting capabilities that enables staff to receive interact with requestor,collaborate with other departments and process requests while streamlining the process with automated workflows. • An Extensible API for bi-directional integrations such as MS SharePoint,Outlook, Active Directory,and more • Reliable and consistent service delivery measurements across all functions,and advanced reporting and dashboard capabilities. II 25 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Features Dashboard0 O Search ♦ MessagingGF '‘* — Citizen portal ! Alerts �'1 + 0 t -- n Files i i . , Ill RelevanceSecurity Security i ,,- i , . e Workflows „„,._ ob ----- --- -- 0o Integrations-API woacscad.can ROCK SOLID ONEVIEW Rock Solid's OneView CRM for D365 is a web-based civic relationship management product that will provide the City with a centralized system of record for storing and managing citizen information. It will allow City users to log and track citizens' inquiries and requests. It will also provide functionality to create and send assignments to each City department responsible for providing the service. Field workers and citizens will have online access to their cases and assignment status.With OneView CRM for D365,citizens may present their inquiries or requests through a variety of channels, including a City- branded mobile app,a self-service portal,and social media. Built using the Microsoft Dynamics365 CRM platform (Microsoft's latest version of CRM),OneView CRM for D365 provides a comprehensive knowledge base to help City staff answer questions and resolve requests. Its native integration to Microsoft Office 365 provides a seamless experience for managing email communications and reporting. Rock Solid's OneView solution gives the City a purpose-built, highly configurable solution that combines the deep functionality of an omni-channel enterprise CRM built on D365 at an affordable price point with an extensible mobile platform that is future ready.The robust integration layer utilizes an (optional but proposed)enterprise service bus to connect existing systems for additional value.The proposed solution offers: • An upgrade to the existing system utilizing a Software as a Service(SaaS) platform that incorporates existing workflows and best practices. 26 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1 CD7C8 • Intake and resolution of service and information requests from residents and customers with an omni-channel approach (e.g.,website, mobile app, phone call,text,email,and chat), including self-service capabilities. • A unified identity for each new customer and ability to consolidate multiple customer accounts into one unified account for each existing customer via an authentication and/or identity service. • Rock Solid Integration Engine for out of the box bi-directional integrations(GIS, Infor, MUNIS, MS SharePoint,ActiveNetwork,Outlook, LDAP,and more), provides a future proof approach. • Reliable and consistent service delivery measurements across all functions,and advanced reporting and dashboarding capabilities. • A robust knowledge base developed in coordination with the City, containing a wealth of information regarding the City and its services,which can be used to research issues, retrieve department and service data, and enable rapid responses to requests for information. • English/Spanish capabilities across interface platforms, including the native app using the phone's language to present the appropriate language. • Complementary benefits available when deploying our product in existing Microsoft environment. • Case Intake OneView • • Service and Information Requests Core Modules • Communications • Process Automation 1, • Knowledge Base • Account Profile • Online Requests or complaints OneView Sett- • Native mobile application(105/Android) Service Portal • View community requests • Knowledge Base • Announcements and events OneView • Fast Request Intake Contact Center -""{ • Telephony Software Integration Capabilities • Robust Analytical and Operational Dasnbvard Dashboards • Operational Reports &Reporting --"• • • PQvwerBl • Powerful ad-hoc reports • Integration Engine and API's tnteilrations { • Included 3 party integration capabilities with w systems such as ESRI,Outlook,Office365, Accela,and Infor 1111 27 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 APPENDIX B M I AM I BEACH Technical Requirements Analysis THIS FORM IS TO BE SUBMITTED AS PART OF TAB 3, SECTION 0300 RFP 2022-056-WG Electronic Agenda Management System PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3rd Floor Miami Beach, Florida 33139 28 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 THIS FORM IS TO BE SUBMITTED AS PART OF TAB 3, SECTION 0300 M I AM I BEACH PROJECT MANAGEMENT OFFICE City Clerk — eAgenda Solution Technical Requirements Analysis <Vendor Name> Version X.0 <Date> 29 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 DOCUMENT OVERVIEW Purpose This document is to be completed by the vendor to assist the City of Miami Beach Information Technology Department and the Business in the interviewing and analysis for potential new initiatives. Intended Audience The audience of this document is the Vendor for the new Business Initiative Request and the Preliminary Technical Discovery. Upon completion,this document must be submitted back to the Information Technology Project Management Office. Structure This document is comprised of the following: • Vendor Details • Technical Discovery • Reference Documents 30 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 QUESTIONNAIRE Vendor Details Prime Government Solutions("PrimeGov") Vendor Name: 5/4/22 Vendor Completion Date: Vendor Contact Information Name: Title: Phone: Email: Michelle Cooper Sales Director 512-347-9399 michelle.cooper©primegov.com Vendor Website https://www.primegov.com/ 'I-echnical Discovers 1. What's the Disaster Recovery/Business Continuity Plan?Provide documentation All data is backed up and stored in multiple locations in real-time. Databases have Point in Time Restore up to 35 days. This means we can restore to any minute within the last 35 days. After that, restorations are saved weekly up to 6 months. Individual files have Point in Time Restore up to 2 days and daily backups for 30 days afterwards. PrimeGov hosts all data in Microsoft Azure, which is a Tier 4 data center, and all connectivity is automatically managed by the Azure infrastructure.Azure guarantees a permanent data failover. Extra data backups are available upon request. Clients may also export data to external devices for additional storage. All data is kept within national borders. PrimeGov follows the standard protocols for recovery stated by Azure. 2. What compliance standards does your solution comply with?(PCI,HIPAA,FIPA,etc.) Provide attestation or other documentation All of the PrimeGov Service Operations Infrastructure and Applications run in Microsoft Azure. The Azure services consumed are certified to SOC2, FedRamp High, ISO 27001 and many other relevant standards.We refer you to the Microsoft certifications site for further information on this. More broadly, RST's security policy is based on NIST Cyber Security Framework and our implementation of the NIST SP 800-53 control set at moderate baseline. 3. Do you offer a data sharing agreement?Provide documentation Rock Solid (RS)/PrimeGov maintains the confidentiality of data enforcing a different set of administrative, technical, and physical countermeasures. From the governance standpoint, policies and procedures are established to maintain a higher level of confidentiality including a data classification scheme. RS classifies 31 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 data based on criticality and applies specific controls to protect it accordingly. Data is accessed by authorized personnel following strict access controls based on roles, the principle of least privilege, and in a need to know.Another measure that contributes to the confidentiality of data is the RS security awareness program, all1 the employees at RS are given periodic training on security, privacy, and confidentiality. From a technical standpoint, encryption mechanisms are in place to protect confidentiality of data at rest and in transit. RS intends to use data and/or individual information only for business purposes specified in the contractual agreements that are initially concreted between RS and customers.RS does not intend to share or sell data and/or individual information resulting from the business system to any third party. 4. Do you offer an API?Provide documentation The PrimeGov Legislative Management Suite is driven by Restful Web Services.This allows virtually anyone '(other software vendors, open data developers)the Client allows to consume the data available in the system. ccess is controlled by the Client and the available"datasets"are published by the Client,just like publishing n agenda. PrimeGov integrates with several other platforms including YouTube, Laserfiche, Rock Solid using an API-based approach. PrimeGov offers MS Office 365 and Google SSO. 5. Is this a multi-tenant solution? If so,what hosting service is used and what region does it belong to? PrimeGov hosts its solutions in Microsoft Azure, which is a Tier 4 data center. The Azure region is"West Central US" and the datacenter is in Wyoming.All client data is hosted in the United States at all times. 6. What is your data security policy? Is data encrypted at rest? Is data encrypted in transit? Do you store passwords in plain text? Provide supporting documentation for above b (Yes, PrimeGov uses HTTP2 protocol so all the communication between the client and server is secure and 'encrypted. For database, backups, and other data at rest, everything is on Azure resources,which automatically have encryption on all the elements. the system requires password length of 6, must include uppercase, must include lowercase, and must include digit. We do not specifically test for commonly used or compromised passwords. 1 7. Does your application support Active Directory integration?If so,which technology(SAML,Azure AD, Open ID Connect,OAuth or LDAP)? The application can either use its own user directory, or can be configured to authenticate with Azure AD or Google Sign-in for SSO.We do not currently support integration to on prem AD/ADFS. If this a requirement, e will be happy to have a conversation to explore the possibility of adding support for this. 32 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 8. Does your application support single sign-on? PrimeGov offers MS Office 365 and Google SSO. 9. Does your application require special components to work with standard browsers,such as Chrome, Microsoft Edge,and Safari? a. Active X Control b. Java Applets c. Adobe Flash d. Other Our system is 100% browser based with nothing to download. It is built using HTML5 so works on all modern browsers. 10. Is the application compatible with the latest version of standard web browsers,such as Chrome,Safari, Internet Explorer,Microsoft Edge,and Firefox? We no longer support Internet Explorer because it has been deprecated by Microsoft.We do support Edge, Chrome, Safari, Firefox and other Chromium-based browsers.We include browser support in our Agile-based release cadence. Our recommended browser is Chrome for best performance. Our supported Browsers and versions: • Chrome: version 80 or later • Internet Explorer: version 11 or later(not recommended) • Microsoft Edge: version 80 or later(Microsoft recommended browser) • Mozilla Firefox: version 75 or later 11. Is your application supported in a virtualized environment using VMware ESXi? Our application is a webapp that is accessed through a user's web browser.As long as the user's environment has access to the internet and has a modern web browser installed, the user should be able to access and use our application. 12. Is your client application supported in a VMware Horizon View(pooled)virtualized desktop environment? Our application is a webapp that is accessed through a user's web browser.As long as the user's environment, has access to the internet and has a modern web browser installed, the user should be able to access and usel. our application. 33 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 13. What ports are required for communication? Server to Client? Client to Server? Server to Internet? Client to Internet? Port 443 and 80 are required. System communication is client-to-server. 14. Please provide an architectural diagram specifying server and core infrastructure requirement. PrimeGov's software runs in AZURE Cloud with aSQL backend. PrimeGov is organized as 3-tier monolith with supporting microservices.Components are deployed to either 1)a Windows based VM, with specifications determined by workload and re-evaluated regularly 2)via Azure Functions or Azure AppService,which provide models for autoscaling based on demand to ensure low response times. All application code is written in .NET Framework or.NET Core, and deployed to the most recent available version of Microsoft Windows Server. 15. Does your application run on Microsoft SQL Server?(Operations) If so,which version? Do you need any special settings/flags? Do you support high availability(HA/Always on configuration)? All components of our application run on Azure services which we consume/deploy to/manage through Azure's APIs and admin Uls.We do not directly manage networks or virtual machines or network security other than through the configuration of these cloud services. Specifically, our web application runs on Azure App Service.This is configured to restrict access to ports and protocols required for the web app to function (HTTPS/443).The database runs on Azure SQL which is configured to only be accessible from the web/app server IP. The file storage uses Azure Storage,which requires secure transfer for API operations, managed by storage account keys internal to our application solution. 16. What is the maximum file size your software solution allows? r There is no file size limitation when uploading or attaching to an agenda item. Technical Support Post Implementation 1. Is support 24/7? We have a strong reputation for our customer support.We provide 24/7 support for critical issues such as posting an agenda or during a live meeting. See service level agreement provided in the response. 2. What is your SLA during regular business hours and after hours? 34 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 !PrimeGov insists that customers always have access to staff and resources to ensure an outstanding customer experience. Regular Support Services are provided between 8:00 am and 6:00 pm Mountain Time, Monday through Friday. On-call and emergency support are provided outside of regular Support Service hours online and by phone. 3. How do you communicate outages and system upgrades? What is the window of notice provided? We provide a minimum of 72 hours notice, due to an Agile approach that finalizes extensive quality assurance 'before communication. This Agile approach means releasing new versions (updates)to the server every two weeks. All updates are automated using Microsoft automation tools. If a patch is defined as a hot fix and has a heavy impact on customers, it will be released as soon as possible with little-to-no down time. Please see the Support Services Agreement(Schedule 1 of the Services Agreement)for more information. Training 1. Do you offer training? Yes. 2. What form(s)of training are offered(in person/live online/webinar/etc.)? Provide training packages (if applicable). PrimeGov provides a comprehensive online training as part of the standard offering. On-site is available upon request and can be tailored to the needs of the client (currently at PrimeGov's discretion due to COVID-19 health and safety concerns. Travel and expense would apply.) Below highlights the online training structure: PrimeGov System Administration-2 hours (dedicated) Primary User-Clerk and Staff Training -8 hours Council/Board Members-2 hours Unlimited client users are eligible to attend training. PrimeGov recommends that system administrators attend all training sessions to get a full understanding of how all users will be interacting with the system. Please see the Training section of our Response for more details. Electronic Payment(if applicable) 1. Who provides your credit card reader(if:ephli(-able)? N/A 2. Who provides your credit card Tokenization(if applicable)? N/A 3. For Payment Gateway,what gateway(s)are supported(if applicable)? City of Miami Beach preferred payment gateway:Authorize.net N/A 4. What merchant(s)are supported for Credit Card Authorization(if applicable)? City of Miami Beach preferred merchant First Data IN/A 35 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 Reference Documents (Please provide the following reference documents as applicable and update the table accordingly.) Provided Reference Document Comments(y/N/NA) Document Access Rights Matrices(SOD) N/A Architectural Documents N/A Architecture-Data Flow Diagram N/A Business Requirements Document N/A Project Plan Example or Template N/A Reference Documents/Memo's/Orders N/A Relevant Business Processes N/A Report Templates defined as a key deliverable N/A Service/Product(Certification or Attestation Document) N/A Service Level Agreement Statement of Work Example or Template N/A System Requirements and Specifications N/A System Design document N/A System Model/Demo N/A (Other) Note:Please provide reference documents available from the list(as applicable). If there are others which would add value,please share them and add document title to(Other). Balance of Page Intentionally Left Blank 36 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ON EMEETING Tab 4 - Approach and Methodology Implementation Approach At Rock Solid,we take pride in fully understanding your project before it begins. Before project initiation, we will provide the City of Miami Beach with a project plan and, if requested, a Scope of Work ("SOW") document to support a clear understanding of the project. Although Rock Solid makes every attempt to provide accurate estimates, it is possible that additional Client requirements or details can emerge. If new requirements are discovered or additional products and/or services are required, it may change the estimated cost and timeline provided. OneMeeting Implementation: Methods and Stages Rock Solid uses a consultative approach to implementation, and our implementation methodology framework includes planning and discovery, implementation, and project closure. The discovery period includes comprehensive review and analyses of the Client's business processes for agenda and management.Additional discovery sessions will be held with subject matter experts to map and document workflows, forms, and documents to drive a successful Configuration period and lead into Training, Go Live,and Transition to the Support team for on-going, long-term support. PLANNING& DISCOVERY IMPLEMENTATION PROJECT CLOSURE 1.41g 416 p 146 KICK OfF PROCESS CONFIGURATION TRAINING GO LIVE TRANSITION REVIEW It TEST TO SUPPORT The project will consist of three distinct stages: Planning& Discovery • Kick Off • Process Review Implementation • Configuration &Test • Training Project Closure • Go Live • Transition to Support Projected Timeline The estimated project timeline is 24 weeks. The projected timeline can be impacted by changes to the project scope and based on commitments to the general project requirements. 37 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 KICK OFF PROCESS REVIEW CM*CVRATION$TEST kAINNIG GU LIVE SUPPUR 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 END (WEEKS) Sample Timeline The Rock Solid Project Manager will work with the Client team during the Planning and Discovery Phase to identify implementation priorities and may shift the timeline and the timeline duration based on those priorities. Project Team Rock Solid's Project Team includes a dedicated Project Manager, Implementation Consultant, and Technical Lead. Throughout the project,our team's goal is to ensure a successful, on-time Go Live of the OneMeeting system and long-term successful use.Our team brings industry best practices and product expertise to all sessions to ensure we are meeting your needs and working to simplify and improve processes, workflows, committee management, and meeting management. The Rock Solid Project Manager will be responsible for leading the project to drive dates,deliverables,and completion of the project.The Rock Solid team will partner with the assigned Client Project Manager during the entire project cycle to ensure transparency, accountability,and successful completion of the project. Client Team It is important for the Client to create a solid project team for a successful OneMeeting implementation and wide adoption of the solution. Below are the recommended project team roles: 1. Project Manager: The Project Manager should be someone who manages the Client team's performance of project tasks and secures acceptance and approval of deliverables from the Client stakeholders.The Project Manager is responsible for communication, including status reporting, risk management, escalation of issues, and, in general, making sure the project is delivered on schedule and within scope.The Project Manager will have signature authority for the acceptance of deliverables by Client. The Project Manager's responsibilities will also include, but not be limited to: a. Collaboration with Rock Solid resources on the project schedule deliverables; b. Coordination with key stakeholders, representatives, and decision makers; c. Facilitation of timely decision-making and resolution of issues;and d. Coordination of Client resources for decision-making, project management, testing, training,etc. 2. System Administrator:The System Administrator should be a person who is closely involved with the legislative process: from the approval process of legislation to the creation of minutes. This person should consider him or herself computer-savvy. The System Administrator is responsible for maintaining the administration tab, managing the configuration of the system, user management, etc. in OneMeeting. The System Administrator's responsibilities will also include, but not be limited to: a. Collaboration with Rock Solid resources on the project schedule deliverables; b. Serving as internal resource to OneMeeting users;and 38 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 c. Coordination with key stakeholders, representatives, and decision makers. 3. IT Lead: The IT Lead works closely with the Project Manager to ensure that OneMeeting is deployed properly and helps solve IT issues that might arise. 4. Subject Matter Experts: It is important that Subject Matter Experts—such as the Clerk, department management and staff, and the City Manager—are an integral part of the Project Team to consult on the legislative process of the Council,from the approval process of legislation to the creation of minutes. These people may also be responsible for indexing the recording during the meeting if video/audio recording is involved. 5. Backup System Administrator: This Backup System Administrator will serve as support to the System Administrator and preferably has a solid understanding of the legislative process of the Client jurisdiction—from the approval process of legislation to the creation of minutes—as well as a good level of technological skills. User Testing OneMeeting's implementation includes walk-throughs and approvals of the system by the Client for each milestone ("User Acceptance Testing").Thorough testing is required throughout the project plan prior to designated walk-throughs and approvals ("Sign-Off"). Prior to training and overall project completion, end-to-end walkthroughs of the system and approval is required during the Implementation Stage. Testing starts with Rock Solid's comprehensive testing of each area throughout the configuration. Once testing passes Rock Solid's standards,the Client and Rock Solid will walk-though the area.After the walk- through, the Client's user groups will spend time—as a group and as individuals—continuing to test all areas of the project prior to moving to the next project milestone. Issues reported are tracked and organized on a templated test case system to ensure transparency and real-time access to updates and improvements. Issues reported will be fixed and feature requests will be documented prior to sign-off. Prior to Training, extensive end-to-end testing will be completed by the Rock Solid team. We will assign the Client project team members with user acceptance testing for final sign-off and further familiarity with the OneMeeting solution. Training materials are available at this stage to enhance the user testing experience prior to final walk-through and sign-off. Training Plan OneMeeting's implementation includes comprehensive training courses and written documentation that will allow the City's users to learn at their own pace. Our software is not only easy to install, but easy to use as well. As a result, training requirements are much less intrusive and time-consuming when compared to other systems. Please note: due to the health and safety concerns of performing onsite training during the coronavirus pandemic, all OneMeeting training will be performed remotely until Rock Solid leadership deems it safe for our team to travel and meet clients onsite. All remote trainings are recorded and provided to the client at no additional fee. This allows users to review the material at their own pace and on their own time. To ensure the proper training of OneMeeting users and administrators,we recommend adherence to the following guidelines: • 39 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 • We recommend that at least two individuals be trained as Administrators.These Administrators should be prepared to attend all training sessions to gain a deep understanding of all users will be interacting with the OneMeeting system. • We recommend not more than two people per workstation during training classes to ensure adequate levels of hands-on experience for each participant. System Administration Training We recommend that at least two individuals be trained on system administration. One would be the primary System Administrator and the other would be the secondary or Backup System Administrator. Training really starts during the installation process. Rock Solid project team members frequently discuss and include system administrators,so they become familiar with all aspects of the system. Then,several days of formal training take place. The training will train participants on troubleshooting the software and provide answers for specific needs or questions. User Training User training takes place after installation is complete.This is important because trainings utilize the newly installed system. Users can immediately begin using the software upon completion of the end-user training. Instructional Methods Training is entirely hands-on and designed to appeal to different user types, learners, and skill levels. Our basic training model consists of these four parts: • Explain:The instructor offers students an explanation of the concept and its possible applications. • Demonstrate:The instructor shows students exactly how to perform the operation or how the concept works. • Practice:The students practice the concept using the software. • Evaluate:The instructor and students review the concept and practice performance.This gives students a chance to ask questions and give input Ongoing Training Opportunities There are multiple training options available after the initial implementation of your solution has completed.They include onsite training(when permitted),online"webinar"training,training videos,and written documentation.Clients also have access to our searchable online knowledgebase, which is constantly updated and expanded and includes how-to videos, helpful articles, release notes, and much more. Recommended Offering for Miami Beach As part of system set-up, Rock Solid offers live training sessions through Zoom. The OneMeeting training package includes up to 15 hours of live training. Our recommended training schedule is a total of 12.5 hours over a four-day period and is organized to train three user groups:System Admins,Clerks/Staff and Council Members. We also include an additional 2.5 hours that can be used for any additional training needs as determined by the project team.Training hours are valid during the training stage of implementation and expire two weeks after your first live meeting with Rock Solid. • 40 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 The table in this document summarizes the recommended training schedule including audiences, length,and descriptions for each session. This training package is included in the Rock Solid system set- up fee. In addition to live training,the Client will also have 24/7 access to PDF and video resources in our support knowledgebase. Live Training Notes • Trainings are delivered virtually through Zoom and range between 60-120 minutes per session. • Trainings are recorded for future reference and links to recordings will be provided. • We recommend users be logged into their OneMeeting accounts to follow along with trainings. • We recommend System Admins attend all trainings. • The training schedule outlined below is flexible and can be revised if that is determined to be desirable and/or necessary by the project managers for Client and Rock Solid. Training Requirements by Audience • System Admins: 12.5 hours of training sessions.We recommend Admins attend all sessions. • Clerks/Staff:8 hours of training sessions. • Council/Committee Members:One 60-minute training session. Members need their tablet or laptop devices typically used for voting and viewing in documents with them at these trainings. Training Breakdown Training Day Audience(s) Training Session Length Description This is the first of two sessions for system administrators System only.This training will dive into the Admin area in the Management: 90 mins OneMeeting system and cover"maintenance"or"system • System Session 1 upkeep"responsibilities like updating positions/user 1 Admins access/meeting roles/etc. System This is the second of two sessions for system Management: 90 mins administrators only.This training will continue from the Session 2 first admin session. Building an This session will cover all areas of building an agenda Agenda: before the meeting.We'll start with submitting an agenda Submitting Items 90 mins item through a form all the way through managing tasks and Managing and moving items through the workflow to ultimately Task Lists make it onto the agenda. Clerks/Staff, This session will cover all areas of finalizin and com ilin 2 System Finalizing an g P g Admins Agenda and the 90 mins agendas to the public before a meeting.We'll also dive Live Meeting into a live meeting covering your steps right before the 'go-live'and during the meeting actions.Come ready to participate and get familiar with the live meeting system. Post Meeting This session will cover post-meeting responsibilities. 60 mins Topics like post-meeting clean-up,time stamping videos, Processes and compiling Minutes and Packets to publish publicly will all be covered during this session. 12 41 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Training Day Audience(s) Training Session Length Description Clerks/Staff, This will be the first of twopractice walkthroughs of a live Mock(short)Live g 3 System 120 mins meeting.This is interactive,mimicking the behaviors and Admins Meeting#1 actions of a meeting like activating items,roll call,minut yL and motions,etc.Includes WA session. T, „: This session is for the first group of council and committee members.We will show council members and committee Council Council/ members how to use the OneMeeting system for their Members Committee meeting participation.We'll cover viewing agenda details (Council Member Training 60 mins along with voting and using Zoom,if you're virtual.Voting members (Group#1) devices are required for this session for each member. attend only Each member should attend only one of the council 1 session), member and committee member trainings.There should 4 System be no majority of council members present. Admins Coun k This session is for the second group of council and Committee committee members.We will cover the same details as Member Training 60 mins with the first group. (Group#2) tg4 Clerks/Staff, System Mock(short)Live 120 mins This will be the second of two practice walkthroughs of a Admins Meeting#2 live meeting. Misc. TBD hJ' TBD 150 mins This is a 2.5-hour bucket of optional training sessions to be used at the discretion of the project team. Unparalleled Customer Support Rock Solid insists that customers always have access to staff and resources to ensure an outstanding customer experience.Our support team is located primarily in Colorado and are staffed with the needs of local government in mind. Regular Support Services are provided between 8:00 am and 8:00 pm Eastern Time, Monday through Friday. On-call and emergency support are provided outside of regular Support Service hours online and by phone. In addition to contacting the support team by phone and email, Rock Solid provides a searchable online knowledge base for all its clients as part of their services. The knowledge base is available on the same website as our support ticket management system, making the OneMeeting support portal a one-stop shop. The documentation provided includes product updates, technical assistance, tutorials, and more. The content is regularly updated and expanded, and each article contains links to related articles for increased navigation. For more information on our support services, please see the included Schedule 1 of our SLA. • 42 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ONEMEETING Service Agreement The remainder of this page left intentionally blank. • 43 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 PRIMEGOV SERVICE AGREEMENT THIS AGREEMENT(the"Agreement")is made on the day of 20 BETWEEN 1. PRIME GOVERNMENT SOLUTIONS,INC.,having its principal office at 3429 Derry Street,Harrisburg,PA 17111(the "Supplier");and 2. ,whose registered office is at (the"Customer") (and at times referred to in this Agreement as a"party"or"parties") BACKGROUND A. The Supplier has developed and owns the Service(as defined in clause 1)and has granted to the Customer a non-exclusive license to use such Service solely for Customer's internal operations and in accordance with the terms and conditions of this Agreement. The terms of this Agreement shall also apply to any updates and upgrades subsequently provided by Supplier to Customer for the Service.Supplier may update the functionality of or make modifications to the Service and user interface of the Service from time to time in its sole discretion and shall not be liable to Customer or to any third party for any modification of the Service.Supplier will use commercially reasonable efforts to notify Customer of any material modifications. B. The Customer wishes the Supplier to provide certain support services in respect of the Service in accordance with the provisions set out in Schedule 1 of this Agreement("Support Services"). OPERATIVE PROVISIONS 1 DEFINITIONS In this Agreement the following expressions will have the following meanings unless inconsistent with the context: "Affiliate" means any company or non-corporate entity that controls,is controlled by,or is under common control with a party.An entity shall be regarded as in control of another company or entity if it owns or directly or indirectly controls more than 50 per cent.of the voting rights of the other company or entity. "Application Password" means any encryption keys,certificates,passwords,access codes,user IDs or other login information provided to or used by Customer for the purpose of accessing and using the Service. "Business Day" a day that is not a Saturday,Sunday,or public holiday. "Client Environment" means the Customer hardware and software system containing the minimum specification,which the Customer,as advised by Supplier,is required to have to enable the Customer to connect with the Service. "Customer Data" means data,information or material provided or submitted by Customer or any User to the Supplier in the course of utilizing the Service. "Data Controller" means an entity which alone or jointly with others determines purposes for which and the manner in which any data are,or are to be,processed. "Data Processor" means an entity which processes the data only on behalf of the data controller and not for any purposes of its own. "Effective Date" means the date of this Agreement signed by the Supplier and the Customer. "Intellectual Property Rights" means all intellectual and industrial property rights of any kind whatsoever, registered or unregistered, including patents, know-how, software, code, intellectual property specifications,design plans,prototypes,drawings,software, software documentation, material, documents, ideas, operations, processes, product information, know-how,and the like including mode and procedures of development of source code, registered trademarks, registered designs,utility models,applications for and rights to apply for any of the foregoing,unregistered design rights, unregistered trademarks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights, and any other rights in any invention,discovery or process,in each case in all countries in the world and together with all renewals and extensions. "Personal Data" means data that is processed by the Supplier on behalf of the Customer in relation to this Agreement and may include any information or data derived from Services that alone or together with any other information relates to an identified or identifiable natural person, or data considered to be personal data as defined under applicable privacy law. 414 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 "Pricing Schedule" means Schedule 2 to this Agreement which sets out the prices and payment terms for the Service. "Professional Services" means the general consulting, implementation and/or training services to be provided to Customer. "Purchase Order" means a purchase order issued by the Customer to the Supplier for the Service. "Service" means Supplier's online software applications purchased by Customer and maintained through Support Services by Supplier including associated offline components and ancillary online or offline services to which Customer is granted access under this Agreement. "Service Level Commitments" the service level commitments in respect of the Service to the Customer as more particularly set out in Schedule 1. "Term" means the term of this Agreement as specified in clause 3. "User" means one (or, if more than one, "Users") of Customer's employees, representatives,consultants,contractors or agents and other persons expressly permitted by Customer in connection with Customer's business affairs who are authorized to use the Service and have been supplied User identifications and passwords by Customer. 2 INTERPRETATION 2.1 Person: The expression "person" means any individual, firm, body corporate, unincorporated association, or partnership, government,state,or agency of a state or joint venture. 2.2 Headings:The index and headings to the clauses,the Appendices and Schedules of this Agreement are for convenience only and will not affect its construction or interpretation. 2.3 Statutes:Any reference to a statute or statutory provision and all regulations and notices made pursuant to it(whether made before or after the date of this Agreement),includes a reference to the same as from time to time amended,modified,extended, re-enacted,consolidated,or replaced provided that amendments,consolidations,modifications,extensions,re-enactments or replacements made after the date of this Agreement will not have substantively changed any provision which is relevant to this Agreement. 2.4 Provisions of the Agreement:Any reference in this Agreement to a clause,Schedule or Appendix is a reference to a clause, Schedule or Appendix of this Agreement and references in any Schedule or Appendix to paragraphs relate to the paragraphs in that Schedule or Appendix.The Schedules and Appendices form part of this Agreement and will have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement will include the Schedules and Appendices. 2.5 Writing:Any references to"writing"or"written"includes references to any communication effected by post,facsimile,email or any comparable means. 3 TERM 3.1 This Agreement shall unless terminated in accordance with clause 19,commences on the Effective Date and shall continue for an initial period of XXXX(X)years therefrom(the"Initial Term"). 3.2 The term of this Agreement shall automatically extend for a period of one(1)year(the"Extended Term")at the end of the Initial Term and at the end of each Extended Term,unless either party gives written notice to the other party not later than three(3) months before the end of the Initial Term or the relevant Extended Term,to terminate this Agreement at the end of the Initial Term or the relevant Extended Term,as the case may. 4 CUSTOMER USE OF THE SERVICE 4.1 Supplier grants Customer a license to access and use the Service during the Term via the internet under and subject to the terms of this Agreement. Supplier reserves the right to make changes and updates to the functionality and/or documentation of the Service from time to time. 5 FEES AND PAYMENT 5.1 Customer agrees to pay fees as set forth in the Pricing Schedule("Service Fees"). 5.2 The Service Fees are to be paid annually in advance commencing on the Effective Date of this agreement and are non-refundable. 5.3 The Service Fees shall be billable and payable annually in advance for a twelve(12)month period at a time(a"Service Year")on the anniversary of the Effective Service Date("Renewal Date")for the first year and for each year thereafter the Service Fees shall be payable annually in advance on each subsequent anniversary of the Renewal Date.One month prior to the expiry of a Service Year("Service Year Expiry Date")the Service Fees for the Service Year will be invoiced by the Supplier to the Customer in respect of the Service to be provided in the following Service Year.The Customer shall pay the Service Fees on or before the relevant Service Year Expiry Date. 5.4 Where any additional Service(s)is acquired by the Customer during the period between one Renewal Date and the next Renewal Date(the"Installation Year")the Service Fees payable shall be calculated pro-rata,from the date of the Purchase Order for the Service(s)in the Installation Year up to the next Renewal Date applicable to Customer's other Licenses.For all subsequent years thereafter,the Service Fees shall be payable annually in advance on each anniversary of the Renewal Date in accordance with this Agreement. 46 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 5.5 Where the Supplier performs Professional Services under this Agreement (such as configuration of the Support Service if requested by Customer or migration of Customer Data to the Service),such services shall be invoiced by the Supplier on a time and material basis in accordance with the Supplier's rates in effect at the time of provision of such services("Professional Services Fees")unless otherwise agreed in writing between the Parties and will be payable without withholding,deduction or off set of any amounts for any purpose. 5.6 The Service Fees and Professional Service Fees do not include local or foreign taxes,duties,fees,and levies imposed from time to time by any government or other authority("Taxes")and such Taxes,where applicable,will be payable by the Customer on the Service Fees and Professional Services Fees,at the rate applicable at the time of supply of the Service and/or Professional Services. 5.7 The Customer shall pay each invoice within thirty(30)days of receipt of this invoice. 5.8 Customer agrees to provide Supplier billing and contact information as Supplier may reasonably require.Customer agrees to update this information promptly by means of email to the Supplier and in any case within fifteen(15)days,if there is any change. 6 NON-PAYMENT 6.1 Customer's account will be considered delinquent(in arrears)if the Supplier has not received payment in full within thirty(30) days after the due date,and without prejudice to any other rights and remedies of the Supplier; 6.2 Interest shall accrue on any payments(or any part thereof)outstanding at a rate of one and a half per cent(1.5%)per month or the highest rate allowed by applicable law,whichever is lower,plus all expenses of collection,including reasonable legal fees and court costs; 6.3 Subject to clause 6.4 below,the Supplier may,upon giving ten(10)days written notice but without liability to the Customer, disable/suspend the Customer's password,account and access to all or part of the Service and the Supplier shall be under no obligation to provide any or all of the Service while the invoice(s)or any part thereof,remains unpaid; 6.4 Supplier may in its discretion,decide not to exercise its rights under clause 6.2(interest)and 6.3(suspension),if Customer is disputing the applicable Service Fees and/or Professional Services Fees reasonably and in good faith and is cooperating diligently to resolve the dispute. 6.5 Supplier reserves the right to impose a reconnection fee if the Service is suspended(as a result of Customer's breach) but subsequently reinstated. 6.6 Without recourse to clause 6.1(delinquency),Supplier reserves the right to terminate this Agreement if Customer's account falls into arrears thirty(30)days after the due date. 7 RESTRICTIONS ON USE OF THE SERVICE 7.1 The Customer may not: 7.1.1 make the Service or use the Service for the benefit of anyone else other than the Customer and the Customer's Users. Customer shall access and use the Service only to the extent of authorizations acquired by the Customer in accordance with this Agreement(for example the quantity specified in the relevant Purchase Order)and Customer agrees that the Customer is solely responsible for use of the Service by any Users who access and/or use the Service.Customer agrees to immediately notify the Supplier if Customer becomes aware of any loss or theft or unauthorized use of Customer's account credentials. 7.1.2 sublicense,resell or supply the Service for use in or for the benefit of any other organization,entity,business,or enterprise without Supplier's prior written consent; 7.1.3 submit to the Service any material that is illegal, misleading, defamatory, indecent or obscene, in poor taste, threatening,infringing of any third-party proprietary rights,invasive of personal privacy,or otherwise objectionable (collectively "Objectionable Matter"). Customer will be responsible to ensure that its Users do not submit any Objectionable Matter.In addition,the Supplier may,at its option,adopt rules for permitted and appropriate use and may update them from time to time on the Supplier web site and Customer and Customer's Users will be bound by any such rules. Supplier reserves the right to remove any Customer Data that constitutes Objectionable Matter or violates any Supplier rules regarding appropriate use but is not obligated to do so.Customer and Customer's Users will comply with all applicable laws regarding Customer Data and use of the Service. 7.1.4 interfere with or disrupt the integrity or attempt to gain unauthorized access to the Service or the Supplier's intellectual property therein; 7.1.5 copy the Service or any part,feature,function or user interface thereof; 7.1.6 frame or mirror any part of any Service on any other server or wireless or internet-based device outside of the agreed usage in this contract;or 7.1.7 access any part of the Service in order to build a competitive product or service or to build a product using similar ideas,features,functions or graphics of the Service; 7.2 Supplier reserves the right to disable,suspend or terminate this Agreement for cause in case the Customer breaches the provisions of this clause 7. 8 CUSTOMER DATA 8.1 The Customer shall own all rights,title and interest in and to all of the Customer Data and shall have sole responsibility for the legality,reliability,integrity,accuracy and quality of the Customer Data. 8.2 Supplier will use best efforts to provide protection using current technological standards to protect Customer Data against unauthorized disclosure or use. 8.3 In the event of any loss or damage to Customer Data,the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier.The Supplier shall not be responsible for any loss,destruction,alteration,or disclosure of Customer Data caused by any third party(except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up). 8.4 Subject to the terms and conditions of this Agreement,Customer grants to Supplier a non-exclusive license to use,copy,store, transmit and display Customer Data to the extent reasonably necessary to provide and maintain the Service. 9 CUSTOMER'S OBLIGATIONS 46 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 9.1 The Customer shall: 9.1.1 provide the Supplier with: (i) all necessary co-operation in relation to this Agreement;and (ii) all necessary access to such information as may be required by the Supplier in order to render the Service, including but not limited to Customer Data,security access information and configuration services; 9.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement; 9.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.In the event of any delays in the Customer's provision of such assistance as agreed by the parties,the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; 9.1.4 ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 9.1.5 obtain and shall maintain all necessary licenses,consents,and permissions necessary for the Supplier,its contractors and agents to perform their obligations under this Agreement,including without limitation the Service; 9.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; 9.1.7 shall be solely responsible for protecting and safeguarding all Application Passwords,as Customer will be the only party with knowledge of its passwords.If Customer makes such Application Passwords available to any third party,Customer shall be liable for all actions taken by such third party in connection with the Service.Customer shall not disclose or make available the Application Password other than to Customer's authorized employees or contractors,shall use all commercially reasonable efforts to prevent unauthorized access to,or use of,the Application Password and the Service and will notify the Supplier promptly of any such unauthorized access or use and make any disclosures related to such unauthorized access or use which may be required under any applicable laws;and 9.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier,and all problems,conditions,delays,delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. 10 PROFESSIONAL SERVICES 10.1 Customer may retain Supplier to perform Professional Services as the parties may agree upon in writing("Work Order").Supplier will use reasonable efforts to carry out the Professional Services stated in the Work Order and to provide any resulting functionality in the Service made available online to Customer and Customer's Users.Except as the parties otherwise agree in a Work Order,Professional Services and the results thereof are made available"AS IS." 10.2 Unless otherwise agreed in writing either under this Agreement or in the Work Order,Professional Services are provided by Supplier on a time and materials basis.Maintenance and support of code or functionality created by means of Professional Services will likewise be on a Work Order basis under this clause 10 unless otherwise agreed in writing.The code and functionality made or provided under this clause 10 and all proprietary and intellectual property interests therein,will be Supplier's property. Access to the results of Professional Services will be available,subject to any further terms as may be agreed between the parties, as part of the Service during the Term unless otherwise agreed in writing. 11 INTELLECTUAL PROPERTY RIGHTS 11.1 Customer will not acquire any title copyright or other proprietary rights or Intellectual Property Rights in the Service or to the source code of the Service including in any materials or supporting documentation provided under the Service as provided in this Agreement. 11.2 The Supplier shall at all times be the sole owner of all title and Intellectual Property Rights emanating from any intellectual property,additional coding,data or patents,any discovery,invention,secret process,development,research or improvement in procedure that may be generated in connection with this Agreement including,but not limited to,any derivative works and Customer-specific enhancements and modifications.All intellectual property and other proprietary rights made,conceived or developed by the Supplier alone or in connection with the Customer in the course of the supply of the Service shall at all times be and remain the sole and exclusive property of the Supplier along with any improvement of any process,know-how,technology and any other materials in respect of the Service to be provided under this Agreement. 11.3 The Customer agrees not to remove,modify or use in any way any of Supplier's proprietary marking,including any trademark, product or service names or copyright notice,without the prior written consent of the Supplier. 12 PRIVACY Supplier agrees to implement its privacy policies in effect from time to time. 13 SERVICE LEVEL WARRANTY Supplier warrants during the Term of this Agreement that the Service will meet the Service Level Commitment stated in Schedule 1. 14 ADDITIONAL WARRANTIES Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 15 INDEMNIFICATION 15.1 Supplier will defend,indemnify,and hold Customer(and its officers,directors,employees and agents)harmless from and against all costs,liabilities,losses,and expenses(including reasonable legal fees)(collectively,"Losses")arising from any third-party claim, suit,action,or proceeding arising from the actual or alleged infringement of any copyright,patent,trademark,or misappropriation of a trade secret by the Service or Supplier Content(other than that due to Customer Data).In case of such a claim,Supplier may, in its discretion,procure a license that will protect Customer against such claim without cost to Customer or replace the Service with a non-infringing Service.THIS CLAUSE 15.1 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT.This indemnity by Supplier shall not apply to the extent that the claim of infringement of Intellectual Property Rights arose as a result of i)any negligent act or omission or willful misconduct of the Customer pursuant to this Agreement;(ii)any misuse or modification of the Service by the Customer,including,but not limited to the Customer's use 4'V DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 of the Service in a manner inconsistent with information,directions,specifications,or instructions provided and approved by Supplier;(iii)the Customer's use of the Service in combination or conjunction with any product,service,device,or method not owned,developed,furnished,recommended,or approved by Supplier;(iv)the combination,operation or use of the Service with non-Supplier programs,data,methods or technology if such infringement would have been avoided without the combination, operation or use of the Service with other programs,data,methods or technology,or(v)Customer's breach of any of the provisions of section 7 of this Agreement. 15.2 Customer will defend,indemnify,and hold Supplier(and its officers,directors,employees and agents)harmless from and against all Losses arising out of or in connection with a claim,suit,action,or proceeding by a third party(i)alleging that the Customer Data or other data or information supplied by Customer infringes the intellectual property rights or other rights of a third party or has caused harm to a third party or(ii)arising out of breach of clause 7 above. 15.3 Customer will defend,indemnify,and hold Supplier(and its officers,directors,employees and agents)harmless from any expense or cost arising from any third-party subpoena or compulsory legal order or process that seeks Customer Data and/or other Customer-related information or data,including,without limitation,prompt payment to Supplier of all costs(including legal'fees) incurred by Supplier as a result.In case of such subpoena or compulsory legal order or process,Customer also agrees to pay Supplier for its staff time in responding to such third-party subpoena or compulsory legal order or process at Supplier's then applicable hourly rates. 15.4 In case of any claim that is subject to indemnification under this Agreement,the party that is indemnified("Indemnitee")will provide the indemnifying party("Indemnitor")reasonably prompt notice of the relevant claim.Indemnitor will defend and/or settle,at its own expense,any demand,action,or suit on any claim subject to Indemnification under this Agreement.Each party will cooperate in good faith with the other to facilitate the defense of any such claim and will tender the defense and settlement of any action or proceeding covered by this clause 15 to the Indemnitor upon request.Claims may be settled without the consent of the Indemnitee,unless the settlement includes an admission of wrongdoing,fault,or liability. 16 DISCLAIMERS AND LIMITATIONS 16.1 Except with regard to Customer's payment obligations under clause 5 and with regard to either party's indemnification obligations under clause 15,In no event will either party's aggregate liability exceed the Service Fees due for the preceding twelve(12)month period at the time of the event or circumstance giving rise to such claim.Except in regard to Customer's breach of clause 7,in no event will either party be liable for any indirect,special,incidental,consequential damages of any type or kind(including,without limitation,loss of data,revenue,profits,use or other economic advantage). 16.2 The Supplier is not responsible for any defects or damages resulting from Customer's or Customer's agents or employees mishandling,abuse,misuse,accident,or Force Majeure.The Customer agrees to inform the Supplier of any Customer system change that may reasonably be expected to affect the Supplier's ability to provide the Service and shall notify the Supplier of any change to its IT configuration affecting the Services.The Supplier shall not be held responsible for the availability of telephone lines,the Internet,electricity,or servers outside its reasonable control.The Supplier provides no warranty or guarantee in relation to speed of delivery of the Service,including the speed of any restores.The speed of delivery of the Service is dependent on factors outside the control of the Supplier including inter alia the speed,functionality and condition of the Customer's IT infrastructure,the amount of data being restored and/or the bandwidth of the Customer's internet connection.Any errors caused arising from the inadequacy or defectiveness of the Customer's IT infrastructure and/or the connectivity and bandwidth of the Customer's internet connection may affect the delivery of the Service including the performance of any restores.The Supplier will notify Customer of any technical failures in respect of delivery of the Service of which it is aware and subject to the terms of the Service Level Commitments,will endeavor to work with Customer to assist with rectification of any such failures.Customer acknowledges that changes may be required to the Customer's IT infrastructure and/or to its internet connectivity including Its bandwidth capacity or otherwise to improve the speed,performance and/or delivery of the Service.Customer shall be responsible for the cost of any such changes.Any administrative and technical notifications in respect of the delivery of the Service will be sent by email to the Customer. 16.3 Except as set forth in the Service Level Commitments,the Supplier makes no warranty that the Service will be uninterrupted, timely,secure or error free.The Supplier expressly disclaims all liability howsoever arising from any change made to the Customer's IT configuration of the Client Environment of which Customer has not notified the Supplier in writing.No statement, whether oral or written,obtained by Customer from the Supplier shall create any warranty not expressly made herein. 16.4 The Customer recognizes that the Internet consists of multiple participating networks that are separately owned and not subject to the Supplier's control.The Customer agrees that the Supplier shall not be liable for damages incurred or sums paid when the Service is temporarily or permanently unavailable due to malfunction of,or cessation of,internet services by networks or Internet service providers not subject to the Supplier's control,or for transmission errors in,corruption of,or the security of the Customer Data or data transmitted through the Service carried on such networks or Internet service providers.The Supplier shall have no liability hereunder for damages incurred or sums paid due to any fault of Customer or any third party, or by any harmful components(such as computer viruses,worms and computer sabotage).The Supplier is not liable for any breach of security on the Customer's network,regardless of whether any remedy provided in this Agreement fails in its essential purpose. 16.5 THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY SUPPLIER. THERE ARE NO OTHER WARRANTIES OR REPRESENTATIONS,EXPRESS OR IMPLIED,INCLUDING WITHOUT LIMITATION,THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES ARE PROVIDED TO CUSTOMER ON AN"AS IS"AND "AS AVAILABLE" BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER'S PURPOSES. 17 CONFIDENTIALITY 17.1 "Confidential Information"means non-public information,technical data or know-how of a party and/or its Affiliates,which is furnished to the other party in written or tangible form in connection with this Agreement.Oral disclosure will also be deemed Confidential Information if it would reasonably be considered to be of a confidential nature or if it is confirmed at the time of disclosure to be confidential. 17.2 Notwithstanding the foregoing,Confidential Information does not include information which is:(i)already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party;(ii)independently developed by the receiving party;(iii)publicly disclosed through no fault of the receiving party;(iv)rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential;(v)approved for release by written agreement 413 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 with the disclosing party;or(vi)disclosed pursuant to the requirements of law,regulation,or court order,provided that the receiving party will promptly inform the providing party of any such requirement and cooperate with any attempt to procure a protective order or similar treatment. 17.3 Neither party will use the other party's Confidential Information except as reasonably required for the performance of this Agreement. Each party will hold in confidence the other party's Confidential Information by means that are no less restrictive than those used for its own confidential materials.Each party agrees not to disclose the other party's Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party's obligations hereunder.The confidentiality obligations set forth in this clause 17 will survive for five(5) years after the termination or expiration of this Agreement. 17.4 Upon termination or expiration of this Agreement,except as otherwise agreed in writing or otherwise stated in this Agreement, each party will,upon the request of the disclosing party,either:(i)return all of such Confidential Information of the disclosing party and all copies thereof in the receiving party's possession or control to the disclosing party;or(ii)destroy all Confidential Information and all copies thereof in the receiving party's possession or control. The receiving party will then,at the request of the disclosing party,certify in writing that no copies have been retained by the receiving party,its employees or agents. 17.5 In case a party receives legal process that demands or requires disclosure of the disclosing party's Confidential Information,such party will give prompt notice to the disclosing party,if legally permissible,to enable the disclosing party to challenge such demand. 18 DATA PROTECTION 18.1 The parties agree that the Customer is the Data Controller and the Supplier is the Data Processor in respect of any Personal Data. 18.2 The Supplier will: 18.2.1 take appropriate technical and organizational measures against unauthorized or unlawful processing of,and accidental loss or destruction of,or damage to,Personal Data,having regard to the state of technological development and the cost of implementing any measures,to ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing,accidental loss,destruction or damage and the nature of the Personal Data; 18.2.2 only process Personal Data in accordance with instructions from the Customer and the Customer shall not provide the Supplier access to sensitive personal information that Imposes specific security data security obligations for the processing of such data.;and 18.2.3 take reasonable steps to ensure the reliability of its employees who have access to the Personal Data. 19 TERMINATION 19.1 If a party: (a) commits a material breach of this Agreement which cannot be remedied;or (b) commits a material breach of this Agreement which can be remedied but fails to remedy that material breach within sixty(60)days of a written notice setting out the breach and requiring it to be remedied being given by the other party(or such longer period where agreed between the parties. the other party may terminate this Agreement immediately by giving not less than sixty(60)days'written notice to that effect to the party in breach. 19.1.1 A breach can be remedied if the party in breach can comply with the relevant obligation in all respects other than as to time of performance unless time of performance of such obligation is of the essence. 19.1.2 This clause 19.1 will not apply to any failure by the Customer to make any payment due to the Supplier under this Agreement on or before the due date.Clause 19.2 will apply instead to any such failure. 19.2 The Supplier may terminate this Agreement by giving not less than thirty(30)days'written notice to that effect to the Customer if the Customer fails to make any payment due to the Supplier under this Agreement within sixty(60)days after the relevant due date for payment. 19.3 Either party may terminate this Agreement immediately by giving written notice to that effect to the other party if the other party becomes insolvent.Each party will notify the other party immediately upon becoming insolvent. 19.4 If an application for an administration order,a notice of intention to appoint an administrator or a winding up petition Is the only grounds for giving notice to terminate,that notice will be deemed to be ineffective if: 19.4.1 in the event of an application for an administration order being made,that application is withdrawn or dismissed within ten(10)Business Days of being made; 19.4.2 in the event of a notice of intention to appoint an administrator being filed,no administrator is appointed within ten (10)Business Days of the notice being filed;or 19.4.3 in the event of a winding up petition being presented,that petition is withdrawn or dismissed prior to advertisement and within ten(10)Business Days of presentation. 19.5 The Supplier's rights of termination set out in this Agreement are in addition to and not in substitution for any rights of termination which may exist at common law. 19.6 Termination of this Agreement for any reason,shall not affect the accrued rights,remedies,obligations or liabilities of the parties existing at termination. 20 CONSEQUENCES OF TERMINATION 20.1 The termination of this Agreement howsoever arising is without prejudice to the rights,duties and liabilities of either party accrued prior to termination. 20.2 If the Supplier terminates or suspends the Service under this Agreement,Customer must pay within thirty(30)days all Service Fees and Professional Services Fees that have accrued prior to such termination or suspension,as well as any fees that remain unpaid for the Service up to date of termination or suspension plus related taxes and expenses.If the Agreement is terminated by Customer for any reason other than a termination expressly permitted by the Agreement,Customer agrees that the Supplier shall be entitled to the Service Fees payable for the Service under the Agreement for the entire Initial Term or if terminated during an Extended Term,the Service Fees payable for the entire Extended Term,unless a provision to the contrary is stipulated in the Agreement. 20.3 The clauses in this Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination. DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 20.4 The Customer shall not be entitled on or after the termination of this Agreement for any reason whatsoever to a rebate of any Service Fees paid in advance of their due date. 20.5 On termination of this Agreement howsoever arising the Customer will at the direction of the Supplier return to the Supplier any documents in its possession or control which contain or record any Confidential Information. 21 FORCE MAJEURE 21.1 Neither party to this Agreement will be deemed to be in breach of this Agreement or otherwise liable to the other party in any manner whatsoever for any failure or delay In performing its obligations under this Agreement due to Force Majeure,provided that it has complied and continues to comply with its obligations set out in clause 21.2. "Force Majeure"means in this Agreement catastrophic events of environmental and unforeseen nature. Examples defined as Force Majeure include,but are not limited to, hurricanes,tornados,earthquakes,and others of like unforeseen environmental impacts. 21.2 If a party's performance of its obligations under this Agreement is affected by Force Majeure: 21.2.1 it will give written notice to the other party,specifying the nature and extent of the Force Majeure,within seven days of becoming aware of the Force Majeure and will at all times use all reasonable endeavors to bring the Force Majeure event to an end and,whilst the Force Majeure is continuing,to mitigate its severity,without being obliged to incur any expenditure; 21.2.2 subject to the provisions of clause 21.3,the date for performance of such obligation will be deemed suspended only for a period equal to the delay caused by such event;and 21.2.3 it will not be entitled to payment from the other party in respect of extra costs and expenses incurred by virtue of the Force Majeure. 21.3 If the Force Majeure in question continues for more than three(3)months a party may give written notice to the other to terminate this Agreement.The notice to terminate must specify the termination date,which must not be less than fifteen(15) days and once such notice has been validly given,this Agreement will terminate on that termination date. 21.4 If the Agreement is terminated in accordance with clause 21.3,then neither party will have any liability to the other except that rights and liabilities which accrued prior to such termination will continue to exist. 22 EMPLOYEES NON-SOUCITATION 22.1 Notwithstanding any degree of supervision exercised by either party over employees of the other,in no circumstances will the relationship of employer and employee be deemed to arise between either party and an employee of the other. 22.2 Unless this Agreement is earlier terminated by reason of the Supplier's Insolvency("Insolvency Event")when no such restrictions shall apply,during the term of this Agreement and for a period of six months after its termination,Customer will not and will ensure that its Affiliates will not,directly or indirectly,without the prior written consent of the other,solicit,or permit any of its group companies to solicit or entice,the employment of any person who is employed by the other party or any of its group companies and whose role either wholly or partly relates to the provision of the Service or the performance of this Agreement. For the purposes of this clause 22,"solicit"or"entice"means the soliciting or enticing of such person with a view to engaging such person as an employee,director,subcontractor,consultant or independent contractor or through a company owned by such person or his or her family but will not apply in the case of any such person responding without enticement to a job advertisement which is capable of being responded to by members of the public(or sections thereof)generally. 22.3 In such circumstances where the Supplier suffers an Insolvency Event,nothing in this clause 22 will prohibit the Customer from soliciting or enticing or attempting to solicit or entice the employment of any of the key personnel for the duration of that Insolvency Event. 23 ASSIGNMENT 23.1 Either party may assign,novate or deal in any other manner with any of its rights and obligations under this Agreement. 23.2 Subject to the foregoing,this Agreement will be binding upon,and inure to the benefit of the parties and their respective successors and permitted assigns. 24 NOTICES 24.1 Notices will be in writing,in the English language,marked for the attention of the specified representative of the party to be given the notice or communication and: 24.1.1 sent by pre-paid first-class post to that party's address; 24.1.2 sent by e-mail to that party's e-mail address(with a copy sent by pre-paid to that party's address within twenty-four (24)hours after sending the e-mail). The address,e-mail address and representative for each party are set out below and may be changed by that party giving at least five(5)Business Days'notice in accordance with this clause 24: Prime Government Solutions Inc. 3429 Derry Street Harrisburg,PA 17111 Attention of: Attention of: PrimeGov Finance billing@primegov.com 24.2 Any Notice given in accordance with 24.1 will be deemed to have been served: 24.2.1 if given as set out in clause 24.1.1 at 9.00 am on the second Business Days after the date of posting;or 24.2.2 if given as set out in clause 21.2.3,at the time of sending(except that if an automatic electronic notification is received by the sender within twenty-four(24)hours after sending the e-mail informing the sender that the e-mail has not been delivered to the recipient or that the recipient is out of the office,that e-mail will be deemed not to have been served). 25 RELIANCE ON REPRESENTATIONS 25.1 The Customer acknowledges that this Agreement has not been entered into wholly or partly in reliance on,nor has the Supplier given or made,any warranty,statement,promise or representation other than as expressly set out in this Agreement. SO DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAEICD7C8 25.2 Nothing in this clause 25 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently. 26 SET-OFF OR WITHHOLDING All payments to be made by the Customer to the Supplier under this Agreement will(in the absence of express written agreement from the Supplier)be made in full without any set-off,restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies,duties,charges,fees,deductions or withholdings of any nature unless the Customer is required by law to make any such deduction or withholding and Customer has given prior notification to Supplier of such legal obligations on the Customer's part. 27 ENFORCEMENT BY THIRD PARTIES The terms and conditions of this Agreement are for the sole benefit of the parties and nothing herein will be construed as giving any rights to any person or party not a party to it. 28 INVALIDITY/SEV ERA B I LITY If any clause or part of this Agreement is found by any court,tribunal,administrative body or authority of competent jurisdiction to be illegal,invalid or unenforceable then that provision will,to the extent required,be severed from this Agreement and will be ineffective without,as far as is possible,modifying any other clause or part of this Agreement and this will not affect any other provisions of this Agreement which will remain in full force and effect. 29 VARIATION This Agreement may only be varied or amended in writing and signed by the parties or their authorized representatives of each of the parties. 30 WAIVER No failure or delay by the Supplier to exercise any right,power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same,or of some other right,power or remedy. 31 DISPUTE RESOLUTION 31.1 If a dispute arises out of or in connection with this Agreement or the performance,validity or enforceability of it("Dispute")then, except as expressly provided in this Agreement,the parties shall follow the dispute resolution procedure set out in this clause 31. 31.2 The parties will initially seek to resolve the Dispute through discussion and negotiation in good faith between the appropriate officers of the parties.If the Dispute is not resolved,through discussion and negotiation under this section,within thirty(30)days (or such alternative time period as may be agreed between the Parties),the following procedure will apply:- 31.2.1 Any dispute relating to the terms,interpretation or performance of this Agreement(other than claims for preliminary injunctive relief or other pre-judgment remedies)will be resolved at the request of either party through binding arbitration.Arbitration will be conducted under the rules and procedures of the American Arbitration Association ("AAA").The parties will request that AAA appoint a single arbitrator.Judgment on the arbitrator's award may be entered in any court having jurisdiction.In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law,the remaining provisions of this Agreement will remain in full force and effect and an enforceable provision that most closely reflects the parties'intent will be substituted for the unenforceable provision.The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default,and will not act to amend or negate the rights of the waiving party. 32 GOVERNING LAW AND JURISDICTION 32.1 The formation,existence,construction,performance,validity and all aspects whatsoever of this Agreement or of any term of this Agreement will be governed by the laws of the State of Utah. 32.2 The courts of Salt Lake City, Utah will have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement. The parties irrevocably agree to submit to that jurisdiction except that either party may seek injunctive relief in any court of competent jurisdiction. 33 MERGER AND MODIFICATION This Agreement,including the attached documents,constitutes the entire agreement between the parties.There are no understandings, agreements, or representations, oral or written, not specified within this Agreement. This Agreement may not be modified, supplemented,or amended,in any manner,except by written agreement signed by both parties. 34 INTERLOCAL AGREEMENT This Agreement may be extended for use by other municipalities and governmental agencies upon execution of an addendum or other signed writing setting forth all of the terms and conditions for such use,including the products and services and fees applicable thereto. Any such usage by other entities must be in accordance with the code,charter,and/or procurement rules and regulations of those respective governmental entities. 35 NONDISCRIMINATION AND COMPLIANCE WITH LAWS Supplier agrees to comply with all applicable laws, rules, regulations, and policies, including those relating to nondiscrimination, accessibility,and civil rights.Supplier agrees to timely file all required reports,make required payroll deductions,and timely pay all taxes and premiums owed,including sales and use taxes and unemployment compensation and workers'compensation premiums.Supplier shall have and keep current at all times during the term of this Agreement all licenses and permits required by law. DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 SIGNED BY the parties on the date stated at the beginning of this Agreement. CUSTOMER NAME PRIMEGOV Authorized Signature Authorized Signature Sherif Agib/President Print Name/Title Print Name/Title Date Date SE DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 SCHEDULE 1—Support Services Contract This Support Services Contract describes the expected performance of the PrimeGov Service,the procedures for reporting an issue,and expected turnaround time on issues reported. 1. Service Uptime Target.PrimeGov has a target uptime of>99.95%measured on a monthly basis.This time excludes any planned maintenance that have been identified to the Customer.PrimeGov shall give a minimum of two(2)business days'notice for planned maintenance updates.Planned maintenance will be targeted to occur between 11:00 pm Pacific Time on Thursday to 02:00 a.m.Pacific Time on Friday.Update notes are published as part of the maintenance notification,highlighting new features, improvements,and bug fixes. Maintenance time frames are subject to change by PrimeGov,and proper notification is provided to the Customer within the minimum two(2)business day period. 2. Reporting an Issue. a. Contact Details.At PrimeGov,we built our support system with alerts to anticipate any service disruption so that our Customer Success team can address any technical items before they become an issue for our customers.In the case where a Customer discovers an issue,or the Service is unavailable,the Customer should notify the PrimeGov Customer Success team through one of the following channels: i. Entering a ticket in the help desk system at support.primegov.com. ii. E-mailing the Customer Success team directly at support@primegov.com. iii. Calling the Customer Success team at 1-833-634-6349. b. Hours of Coverage. Regular Support Services are provided between 5:00 am and 5:00 pm Pacific Time, Monday through Friday.On-call and emergency support are provided outside of regular Support Service hours online and by phone.More specifically,the hours are as follows: i. Call for phone support.Phone support is available twenty-four(24)hours a day,seven(7)days a week by calling 1-833-634-6349. ii. Enter an issue in the help desk system.This service is available twenty-four(24)hours a day,seven(7)days a week at support.primegov.com. iii. Email an issue to the Customer Success team.This service is available twenty-four(24)hours a day,seven (7)days a week. c. Customer Priority Identification.The Customer will supply their determined priority for each support item logged in accordance with the following Priority Code: PRIORITY CODE DESCRIPTION P1-Critical The problem is impacting all Users by the Service being unavailable with no work- around available. P2-High The problem is impacting a significant number of Users and is causing a significant business impact,where there is no work-around available. P3-Moderate The problem is impacting a small number of Users and is causing a minor business impact or is causing a significant business impact,but there is a workaround available. P4-Low Non-service affecting defect. Non-urgent or cosmetic problems, queries, causing inconvenience only. 3. Resolving an Issue a. Steps to Resolution. i. PrimeGov Customer Success staff will analyze the issue and revert to the Customer with an assessment of the issue. ii. The issue will then result in one of the following actions: 1. The PrimeGov Customer Success staff will send a set of steps to close the issue with associated times. 2. PrimeGov Customer Success staff will ask for more clarification/information on the issue. 3. PrimeGov Customer Success staff may discuss the priority of the issue. 4. The Customer and the PrimeGov Customer Success staff will mutually agree to close or reprioritize an issue. iii. If a support issue is closed because it has been successfully resolved,then PrimeGov Customer Success staff will provide a brief description of the final solution to the Customer. b. Target Response Time.PrimeGov will aim to provide the Customer with a response within a specific time limit based on the agreed Priority Code of the Support Issue(a"Target Response Time").The following Target Response Times are within the hours of coverage: PRIORITY CODE DESCRIPTION TARGET RESPONSE TIME< P1 Critical 30 minutes P2 High 1 hour P3 Moderate 2 hours P4 Low 40 hours 4. Problem Escalation.A Support Call's Priority Code may be escalated by either the Customer or PrimeGov,if it is found to be more business critical than first realized or if the steps to resolve are proving unsatisfactory.In the event of escalation,the following contacts from PrimeGov should be called: ROLE NAME CONTACT EMAIL Technical Support Lead Sydney Erickson sydney.erickson@primegov.com 30 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 Technical Support Director Larry Thorpe larry.thorpe@primegov.com President Sherif Agib sherif@primegov.com 5. Minor Enhancements.Requests by the Customer for minor enhancements or changes to the Service not relating to a defect or error inherent in the Service will be considered on a case-by-case basis and will be included under this Agreement at the sole discretion of PrimeGov if in the PrimeGov software product roadmap. 6. Knowledge Base. PrimeGov provides a searchable online knowledge base for questions and issue resolution is available at support.primegov.com.The documentation provided includes product updates,technical assistance,and tutorials.The content is regularly updated and expanded and each article contains links to related articles for increased navigation.The knowledge base is available on the same website as the support ticket management system for ease-of-use. 7. Exclusions a. Requests by the Customer for significant enhancements or changes to the Service not relating to a defect or error inherent in the Service will be excluded from this Agreement and will be managed separately. b. PrimeGov is only obliged to provide the Support Services with respect to the then current version of the Service.If PrimeGov provides Support Services for older versions/releases,this is done without obligation on an"as-is"basis at PrimeGov's sole discretion and without any service level applying and PrimeGov may make the provision of further Support Services for older versions of the Service subject to the payment of additional fees. c. Any alteration,modification or maintenance of the Service by the Customer or any third party which has not been authorized in writing by PrimeGov. d. Any failure by the Customer to implement any recommendations,solutions to faults,problems or updates previously advised or delivered by PrimeGov to the Customer. e. Either Party being subject to Force Majeure. f. The Customer's failure, inability or refusal to allow PrimeGov's personnel proper and uninterrupted access to the Service. 54 DocuSign Envelope ID:E64A3A4A-06A1-4083-98FA-4FFEAE1CD7C8 ROCK SOLID ONEMEETING Tab 5 - Resident Engagement Tool Community Engagement Improving community engagement options is core to the Rock Solid mission. We believe technology can improve communications between elected officials and their local community. The Community Engagement module includes the following: Key Feature: Community Comment This software creates a public portal for citizens to comment on individual agenda items. The comments are text-based and a character limit can be established to replicate the time limit used for public speakers when meetings are in person. All comments will be aggregated into a simple report and provided to elected officials.Comments are not publicly viable until they are published by the agency during or after the meeting. maw Key Feature: Community Request-to-Speak The Request to Speak functionality allows community members to sign up to request to speak for any agenda item. The software will manage the sign-up and provide an ordered list of public speakers that can be called on during the meeting. Key Feature: Kiosk View The Kiosk View functionality is a tablet-based kiosk view, which allows community members to sign up to speak quickly and easily in meetings. • 55