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Agreement between CMB & GCR INC.dba Tadera 2-C3 32.c411 DocuSign Envelope ID: 11169665-AODB-43EB-97E6-7278BDA7A168 C2a 7/2.. /1 2.3 Draft Contract no.23-217-01 AGREEMENT FOR SOFTWARE LICENSES,SERVICES,AND SUPPORT PURSUANT TO ITN-2023-217-ND-REAL ESTATE MANAGEMENT SOFTWARE This contract for software licenses, services, and support ("Agreement") is made and entered into by and between City of Miami Beach, Florida, located at 1700 Convention Center Drive, Miami Beach,FL 33139("Licensee")and GCR Inc.dba Tadera, 1001 Highway 190 East Service Road Suite 201 Covington, LA.70433("Tadera")effective as of the Effective Date. WHEREAS, Licensee desires Tadera to provide a license to the Licensed Programs and associated hosting,support,and other professional Services in connection with the use of the Licensed Programs; In consideration of the mutual promises and agreements of the Parties herein,the Parties agree as follows: ARTICLE 1 -DEFINITIONS 1.1 "Agreement"is defined in the Preamble. 1.2 "Anniversary Date"means the date that is 1 year after the Effective Date,and each anniversary thereafter. 1.3 "Authorized Users" means Licensee's employees, agents, subcontractors, contractors, outsourcing vendors,consultants and others who have a need to use and copy the Licensed Material. 1.4 "Contract Year"means(a)for the first Contract Year,the period from the Effective Date until but not including the first Anniversary Date,and(b)for each following Contract Year,the period from the end of the prior Contract Year until but not including the next Anniversary Date. 1.5 "Effective Date" means the first day of the calendar month following the date of the last Party's signature on this Agreement. For the avoidance of doubt, if the last Party's signature on this Agreement occurs on the first day of a calendar month,the Effective Date will still be the first day of the next calendar month. 1.6 "Fees" means the fees identified in Attachment A (Software and Fees), and any other fees that may become due under this agreement. 1.7 "Hosting"is defined in Section 3.1 (Hosting Services). 1.8 "Tadera"is defined in the Preamble. 1.9 "Initial Term"is defined in Attachment A(Software and Fees). 1.10 Not Used. 1.11 "License"means a nonexclusive,worldwide,and nontransferable license. . DocuSign Envelope ID:11169665-A0DB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 1.12 "Licensed Material" means the Licensed Programs, their derivatives, and their documentation provided or made available to Licensee pursuant to this Agreement. 1.13 "Licensed Programs"means the software program(s)identified in Attachment A(Software and Fees)as licensed to Licensee. 1.14 "Licensee"is defined in the Preamble. 1.15 "Party"means either Licensee or Tadera. 1.16 "Parties"means Licensee and Tadera collectively. 1.17 "Renewal Term"is defined in Section 10.1 (License Term). 1.18 "Services"is defined in Section 6.1 (Scope of Work). 1.19 "Term"is defined in Section 10.1 (License Term). 1.20 "TM"means Time and Materials. 1.21 "SaaS"means Software as a Subscription. ARTICLE 2—LICENSE 2.1 Grant. Subject to the terms and conditions of this Agreement, Tadera hereby grants to Licensee a License to use the Licensed Material solely for Licensee's internal business purposes. 2.2 Authorized Users. The License is extended to Licensee's Authorized Users. Licensee will be responsible for the Authorized Users, and any acts or omissions of any Authorized User which if done by Licensee would constitute a breach of this Agreement by Licensee, will be deemed a breach of this Agreement by Licensee. 2.3 Ownership. Licensee acknowledges, agrees, and understands that Tadera is the sole and exclusive owner of the Licensed Material,its right,title,and interest,and any improvements thereto. 2.4 Prohibited Uses. Licensee shall not do, shall not permit any third party to do, and shall use commercially reasonable efforts to prohibit any Authorized Users or other third parties from doing any of the following: (a)using any Licensed Material in a manner that violates this Agreement or any applicable laws and regulations, or to send unsolicited bulk email or "seam", (b)reverse engineering, translating, decompiling or disassembling the object code of the Licensed Material, (c)copying, modifying, creating derivative works of, sublicensing, selling, leasing, loaning, renting, distributing, conveying, pledging as security,or otherwise encumbering the Licensed Material,or(d)use the Licensed Material in conjunction with any other product or software not previously authorized in writing by Tadera. 2.5 No Implied Licenses. No different, other or further right or license, other than what is granted in this Agreement, is intended or granted by this Agreement, whether by express or implied means or by 2 DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 estoppel,and this Agreement does not assign any right,title or interest in any of the Licensed Materials.All rights and interests not expressly granted under this Agreement are reserved to Tadera. 2.6 Additional Modules. By written notice to Tadera,Licensee may add additional software programs or modules identified on Attachment A(Software and Fees)to the Licensed Programs;if Licensee provides such notice,the Parties will execute an amendment updating Attachment A(Software and Fees). 2.7 Proposal Documents.Proposal Documents shall mean City of Miami Beach ITN No. 2023-217- ND for REAL ESTATE MANAGEMENT SOFTWARE,together with all amendments thereto,issued by the City in contemplation of this Agreement,the ITN,and the Tadera proposal in response thereto("Proposal"), all of which are hereby incorporated and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the following order of precedent shall prevail:this Agreement;the ITN;and the Proposal. ARTICLE 3—HOSTING 3.1 Hosting Services. Throughout the Term, Tadera shall provide hosting services as set forth in Attachment B(Hosting)("Hosting"). ARTICLE 4-WARRANTY 4.1 Warranty. Tadera shall faithfully perform the Services using the degree of care, skill, training, diligence and judgment ordinarily exercised under similar circumstances by competent members of the profession which Tadera practices or industry or business in which Tadera works. Tadera warrants that the Licensed Programs will perform substantially in accordance with and in the manner described by related documentation,training manuals,and by Licensed Program functional design specifications. 4.2 Correction. Tadera agrees to promptly re-perform,repair or replace, at Licensee's option and at Tadera's cost and expense, any Licensed Program or Service which fails to conform to such warranties. Correction of any error in the manner described above shall constitute complete fulfillment of all obligations and liabilities of Tadera for nonconforming Licensed Program or Services, whether the claims of the Licensee are based in contract, warranty, tort(including, but not limited to, negligence and strict liability), or otherwise. This exclusive remedy is Licensee's sole remedy for any failure of Tadera to comply with its warranty obligations. The warranty period shall end upon completion of the Services. ARTICLE 5—APPLICATION SUPPORT&UPGRADES 5.1 Application Support Services. Throughout the Term, Tadera shall provide application support and upgrade services for Licensed Programs. In general, the application support services consist of (a)prompt customer support on-site or by telephone, fax or email; and (b)Licensed Programs updates, new releases, and enhancements reflecting on-going development at Tadera and as made generally available to Tadera's customers of the Licensed Programs,as described in Attachment C(Support). 5.2 Licensee Cooperation. Licensee acknowledges that Tadera's ability to provide application support and upgrade services is dependent on the cooperation of Licensee and the quantity of information 3 DocuSign Envelope ID: 11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 that Licensee can provide. Licensee will use commercially reasonable efforts to reproduce all reported problems and gather troubleshooting information as requested by Tadera. If Licensee cannot reproduce such problems or gather requested information, Licensee will provide Tadera temporary login access on Licensee's system to identify and address reported problems. Tadera will have no responsibility for failure to provide application support and services as a result of Licensee's failure to cooperate with Tadera. 5.3 Troubleshooting of Non-Tadera Problems. Licensee acknowledges and agrees that Tadera will be entitled to invoice,as additional services at Tadera's hourly rates as outlined in Attachment A,time and efforts spent providing support for reported problems which are not as the result of a fault in the Licensed Programs,including but not limited to problems caused by(a)incorrect or inaccurate data entered by or on behalf of Licensee,(b)data deleted erroneously by Licensee,(c)new installations post-go live as the result of new hardware acquired by Licensee,or(d)accurate reports which were asserted to be erroneous. ARTICLE 6—SERVICES 6.1 Scope of Work. Tadera shall perform the services and provide Software and the deliverables as described in Attachment A (Software and Fees) and Attachment C (Support), collectively referred to as Services("Services"). 6.2 Change Orders. Either Party shall have the right to request, in writing, changes in the Services. Tadera shall not perform any such change in the Services unless compensation, schedule and scope of work are mutually agreed by the Parties in writing. 6.3 Schedule. The Services shall commence upon or about the Effective Date or such later date the Parties mutually agreed upon. Tadera agrees to diligently perform the Services and exercise commercially reasonable efforts to meet any estimated schedule set forth in Attachment C(Support). Notwithstanding the above, it is expressly understood and agreed that Tadera shall not be liable as a guarantor of the estit ated schedule. 6.4 Acceptance. Except where this Agreement provides different criteria,Services will be accepted if they have been performed in accordance with the specifications applicable to the Services. Upon notification by Tadera that a Service(or associated deliverable)has been completed and is available for review and acceptance,Licensee will use commercially reasonable efforts to review within 7 business days after the notification, but in no event later than 10 business days after the notification. Tadera will correct any unaccepted Services as described in ARTICLE 4(WARRANTY). If no notification is delivered to Tadera within the foregoing period, the Service will be deemed accepted. All accepted and deemed accepted Services remain subject to the terms of ARTICLE 4(WARRANTY). ARTICLE 7—COMPENSATION 7.1 Fees Generally. Licensee agrees to pay Tadera the Fees in accordance with the payment terms set forth in Attachment A(Software and Fees). Licensee's Fees include access to,and use of, Licensed Programs,Licensed Programs updates/upgrades,Hosting,Services,and Licensed Material. 7.2 Taxes. The Fees are exclusive of any tariff, duty, or tax, however designated, levied, or based including,without limitation,any taxes based on:(i)this Agreement;(ii)the Licensed Programs, Hosting or 4 DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 Services; (iii) the Licensed Material; or (iv) any materials or supplies furnished by Tadera per this Agreement.Licensee is responsible for all applicable tariffs,duties or taxes applicable to this Agreement. ARTICLE 8—INDEMNIFICATION AND LIABILITY 8.1 Intellectual Property Indemnification. Tadera warrants that it is authorized to grant Licensee the right to use the Licensed Material as defined in this Agreement. Licensee shall advise Tadera promptly in writing of any notice or claim of infringement or of the commencement of any suit or action for infringement of a third party's intellectual property,and which claim or suit or action is based upon the use of the Licensed Material in accordance with the terms of this Agreement. If the use by the Licensed Material is in accordance with this Agreement,Tadera will,upon receipt of notice hereinabove required,undertake at its own expense the defense of any such suit or action for infringement based upon such use by Licensee. Tadera shall have charge and direction of the defense of such suit or action,and Licensee agrees that it will render Tadera all reasonable assistance that may be required by Tadera in the defense of such suit or action. Licensee shall have the right to be represented therein by an advisory counsel of its own selection at its own expense. Tadera will seek to resolve the claim in consultation with Licensee,either by means of alternative arrangements for the services and Licensed Material, or by obtaining permission to use the intellectual property in question. If Tadera fails to obtain permission for the continued use the intellectual property in question, or fails to provide a suitable replacement with equal or greater functionality, Tadera may terminate this Agreement and refund any fees paid by Licensee related to such intellectual property for future use. Neither Tadera nor Licensee shall settle or compromise any such claim or suit or action without consent of the other if the settlement or compromise obliges the other to make any payment or part with any property, or to assume any obligation or grant any licenses or other rights, or be subject to any injunction by reason of such settlement or compromise. Tadera will have no obligation to indemnify Licensee for any claims of infringement which are (a)as the result of Licensee's use of the Licensed Material in violation of this Agreement,(b)as the result of Licensee's or a third party's modification of the Licensed Material, (c)as the result of Licensee's combination of the Licensed Material with any other hardware or software not authorized by Tadera for use with the Licensed Material in writing or disclosed in the documentation as for use with the Licensed Material. Each party agrees to indemnify, defend and hold harmless (the "Indemnifying Party")the other party and its officers, employees, agents, and contractors (the "Indemnified Party"), from and against any and all actions(whether at law or in equity), claims, liabilities,losses, and expenses,including, but not limited to, attorneys' fees and costs, for personal, 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 Indemnifying Party,its officers,employees,agents,contractors,or any other person or entity acting under Indemnifying Party control or supervision,in connection with,related to,or as a result of the Indemnifying Party performance under this Agreement. To that extent,the Indemnifying Party shall pay all such claims and losses and shall pay all such costs and judgments which may be issued from any lawsuit arising from such claims and losses, and shall pay all costs and attorney's fees expended by the Indemnified Party in the defense of such claims and losses, including appeals. The Indemnifying Party expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Indemnifying Party shall in no way limit the Indemnifying Party's responsibility to indemnify, keep, and save harmless and defend the Indemnified Party or its officers, employees, agents, and instrumentalities as herein provided. 5 DocuSign Envelope ID:11169665-AODB-43E8-97E6-7278BDA7A168 Draft Contract no.23-217-01 8.2 Consequential Damages Waiver. Neither Party shall, under any circumstances or in any event, be liable to the other Party for any special, punitive, indirect,incidental,or consequential damages of any nature, including,without limitation, loss of actual or anticipated profits or revenues;loss of production,by reason of shutdown, non-operation, or otherwise; increased expense of manufacturing or operation; loss of use;increased financing costs;or cost of capital. 8.3 Limit of Liability. Notwithstanding anything set forth in this Agreement,Tadera's maximum liability in the aggregate for any claim arising under or otherwise related to this Agreement shall in no event exceed the amount of monies received by Tadera under this Agreement in the 12 months prior to such claim. ARTICLE 9—CONFIDENTIALITY 9.1 Confidentiality Generally. Licensee acknowledges, agrees,and understands that the Licensed Material contains certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under intellectual property law, including trade secret laws,Licensee agrees not to disclose the Licensed Material to anyone unless allowed by Tadera or required to do so by law. Licensee's confidentiality obligation does not extend to (a)information that is known to Licensee prior to obtaining the same from Tadera;(b)information that is,at the time of disclosure by Tadera,then in the public domain;or(c)information that is obtained by Licensee from a third party who did not receive same directly or indirectly from Tadera and who has no obligation of secrecy with respect thereto. To the extent any Authorized Users have access to Licensed Material for the benefit of Licensee, such Authorized Users will be obligated to agree to protect the confidentiality of the Licensed Material to the same extent this Agreement obligates Licensee to protect the confidentiality of the Licensed Material and Licensee will ensure that such Authorized Users are bound by such confidentiality obligations. Licensee agrees to be liable for any breaches of such Authorized Users of the confidentiality of the Licensed Material.The Licensee solely and exclusively owns and retains all right,title and interest,whether express or implied, in and to any and all Licensee data uploaded to the Software or shared with Tadera,including any data or information created as a result. Tadera shall only use Licensee Data or information as necessary in the performance of this Agreement. ARTICLE 10—TERM AND TERMINATION 10.1 License Term. This Agreement will commence on the Effective Date and shall remain in full force through the Initial Term, unless earlier terminated in accordance with this Agreement. Prior to the end of the Initial Term or first renewal term, the Licensee, in the City Manager's sole discretion,may renew this Agreement for two(2)one-year renewal periods.Licensee will notify Tadera in writing 30 days prior to the first renewal term of its intent to renew this Agreement. . 10.2 Termination/Suspension for Default. In the event of any material breach of this Agreement,the non-breaching Party may terminate this Agreement by giving 30 days'prior written notice to the breaching Party; provided, however, that this Agreement shall not terminate if the breaching Party has cured the breach prior to the expiration of such 30-day period and the Agreement continues to remain in effect. However, if the breaching Party believes that it has performed its best efforts and has cured the breach, and the issuing Party is unreasonable in granting acceptance of the cure, then such dispute shall be resolved in accordance with this Agreement under the dispute resolution provisions of this Agreement. In 6 DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 lieu of termination, the non-breaching Party may suspend performance under this Agreement by such written notice until the breaching Party has cured the breach. 10.3 Termination for Insolvency. If (a) insolvency, receivership or bankruptcy proceedings are instituted by or against a Party and are not terminated within 30 days,(b)a Party makes an assignment for the benefit of creditors or(c)a Party admits an inability to pay its debts as they come due,then in any such event the other Party may in its sole discretion terminate this Agreement without notice. 10,4 Termination of License. Upon any expiration or termination of this Agreement, the License will terminate, and Licensee shall immediately: a) return the Licensed Materials to Tadera and/or destroy all Licensed Materials in its possession; and b)give Tadera written certification that through its best efforts and to the best of its knowledge,Licensee has complied with all of its obligations under this paragraph. 10.5 Termination for Convenience of the City. THE LICENSEE MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THIS AGREEMENT AND THE SERVICES THEN REMAINING TO BE PERFORMED AT ANY TIME WITHOUT CAUSE BY GIVING WRITTEN NOTICE TO TADERA OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE THIRTY (30) DAYS FOLLOWING RECEIPT BY TADERA OF SUCH NOTICE. IF THE AGREEMENT IS TERMINATED BY THE LICENSEE AS PROVIDED IN THIS SECTION,THE LICENSEE SHALL COMPENSATE TADERA IN ACCORDANCE WITH THE AGREEMENT FOR ALL SERVICES ACTUALLY PERFORMED BY TADERA PRIOR TO TERMINATION. NO COMPENSATION SHALL BE DUE TO TADERA FOR ANY PROFITS THAT TADERA EXPECTED TO EARN ON THE BALANCE OF THE AGREEMENT. SUCH PAYMENTS SHALL BE THE TOTAL EXTENT OF THE LICENSEE'S LIABILITY TO TADERA UPON A TERMINATION AS PROVIDED FOR IN THIS SECTION. 10.6 Survival. Except as set forth to the contrary herein,the Parties understand and agree that all terms and conditions of this Agreement,which by reasonable implication contemplate continued performance or compliance beyond the termination of this Agreement(by expiration of the term or otherwise)shall survive such termination and shall continue to be enforceable as provided herein. 10.7 Upon the termination or expiration of this Agreement,Tadera shall assist the Licensee in exporting all Licensee information and data from the Software and into the Licensee's internal files. ARTICLE 11 —MISCELLANEOUS 11.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida,excluding any choice of law provisions that may direct the application of any laws of any other jurisdiction. Subject to Section 11.2 (Mediation), the exclusive venue for any dispute or controversy between the Parties will be the state and federal courts located in Miami-Dade County,Florida. The Parties hereby irrevocably consent to jurisdiction and venue in such courts for this purpose, and the Parties waive objection to the jurisdiction and venue being in such courts. 11.2 Mediation. If during the course of this Agreement the Parties are unable to resolve any dispute or controversy arising out of or relating to the Agreement, such claims shall first be subject to non-binding mediation as a condition precedent to the initiation of any legal action (either court action or arbitration). Unless the Parties mutually agree otherwise in writing, the Commercial Arbitration Rules and Mediation DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 Procedures of the American Arbitration Association in effect at the time of the demand for mediation shalt be applied at the mediation. Any such mediation will be located in Miami-Dade County, Florida. Demand for mediation shall be made in writing. The Parties agree to share equally the mediator's fee and any filing fees.Any agreement reached in mediation shall be enforceable and binding upon both Parties. Each Party agrees to bear its own attorneys'fees associated with the mediation. 11.3 Assignment. Tadera 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 Licensee's City Manager, which consent,if given at all,shall be in the City Manager's sole judgment and discretion.provided,however,that Tadera may assign this Agreement to an affiliate of Tadera. For the avoidance of doubt, an affiliate shall be defined as a company possessing an ownership stake in Tadera or a company in which Tadera possesses an ownership stake in.This provision shall not be construed to prohibit a Party from assigning to any banking,trust company,or other financial institution any money due to or become due from approved contracts without such prior written consent. Notice of any such assignment or transfer shall be furnished to the other Party. 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. 11.4 Force Majeure. (A) A'Force Majeure"event is an event that(i)in fact causes a delay in the performance of Tadera or the Licensee'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 Licensee or Tadera's performance of its contractual obligations is prevented or delayed by an event believed to be Force Majeure,such Party shall immediately,upon learning of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15)business days thereof, provide notice: (i)of the occurrence of 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 DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 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 Licensee may, at the sole discretion of the Licensee's City Manager, suspend the Licensee's payment obligations under the Agreement of the services rendered up to the date in which the Force Majeure event took place. The Licensee 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 Licensee may,at the sole discretion of the City Manager,terminate the Agreement on a given date, by giving written notice to Tadera of such termination. If the Agreement is terminated pursuant to this section,Tadera shall be paid for any Services satisfactorily performed up to the date of termination;following which the Licensee 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. 11.5 Export. Licensee agrees to abide by any restrictions or conditions respecting the export,re-export, or other transfer of the Licensed Material disclosed and/or licensed to Licensee in accordance with this Agreement that are in effect now or are hereafter imposed by the United States Government and will not export, re-export, or otherwise transfer the Licensed Material, except in full compliance with all relevant U.S.laws and regulations. 11.6 Specific Performance. The provisions of this Agreement are necessary for the protection of the business and goodwill of the Parties and are considered by the Parties to be reasonable for such purpose. The Parties agree that any breach of this Agreement will cause substantial and irreparable injury,for which monetary damages would not be an adequate remedy,and,therefore,in the event of any such breach,in addition to other remedies which may be available, the Parties shall have the right to seek specific performance and other injunctive and equitable relief, in accordance with the provisions of applicable Florida law. The Parties further agree that,in the event injunctive relief is sought and to the extent permitted by Florida law,neither Party should be required to post a bond in order to receive such equitable relief from the issuing Florida Court. Notwithstanding this agreement,in the event that the issuing Court nonetheless requires that a bond be posted,the Parties mutually agree that a bond not exceeding$500.00 is sufficient. 11.7 E-Verify. (A) Tadera 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, Tadera 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, Tadera shall expressly require any subcontractor performing work or providing services pursuant to the Agreement to 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, 9 DocuSign Envelope ID:11169665-A0DB-43E8-97E6-7278BDA7A168 Draft Contract no.23-217-01 as applicable. If Tadera enters into a contract with an approved subcontractor,the subcontractor must provide Tadera with an affidavit stating that the subcontractor does not employ,contract with, or subcontract with an unauthorized alien. Tadera 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 Licensee has a good faith belief that Tadera has knowingly violated Section 448.09(1), Florida Statutes, the Licensee shall terminate this Agreement with Tadera for cause, and the Licensee shall thereafter have or owe no further obligation or liability to Tadera. (2) If the Licensee has a good faith belief that a subcontractor has knowingly violated the foregoing Subsection 10.9(A), but Tadera otherwise complied with such subsection, the Licensee will promptly notify Tadera and order Tadera to immediately terminate the Agreement with the subcontractor. Tadera's failure to terminate a subcontractor shall be an event of default under this Agreement,entitling Licensee to terminate Tadera's contract for cause. (3) A contract terminated under the foregoing Subsection (B)(1)or(B)(2) is not in breach of contract and may not be considered as such. (4) The Licensee or Tadera or a subcontractor 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 Licensee terminates the Agreement with Tadera under the foregoing Subsection (B)(1), Tadera may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Tadera is liable for any additional costs incurred by the Licensee as a result of the termination of this Agreement under this Section 11.7. 11.8 Miscellaneous. This Agreement is the entire agreement of the Parties on the subject matter hereof. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Licensee and Tadera with respect to the subject matter hereof. In addition, this Agreement may not be modified or amended unless agreed by the Parties,reduced to writing,and signed by both the Licensee and Tadera. Further, if any part of this Agreement is adjudged invalid, illegal or unenforceable, the remaining parts shall not be affected and shall remain in full force and effect. Headings in this Agreement are for convenience only and shall not affect the Interpretation thereof.In the event of an express conflict between the Proposal Documents and this Agreement,the following order of precedent shall prevail: the Agreement;the ITN;and the ITN proposal. 11.9 Tadera's Compliance with Florida Public Records Law (A) Tadera 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 Tadera meets the definition of"Contractor" as defined in Section 119.0701(1)(a),Tadera shall: (1) Keep and maintain public records required by the Licensee to perform the service; (2) Upon request from the Licensee's custodian of public records (the City Clerk for City of 10 DocuSign Envelope ID: 11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 Miami Beach), provide the Licensee 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 Tadera does not transfer the records to the Licensee; (4) Upon completion of the Agreement, transfer, at no cost to the Licensee, all public records in possession of Tadera or keep and maintain public records required by the Licensee to perform the service. If Tadera transfers all public records to the Licensee upon completion of the Agreement, Tadera shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Tadera keeps and maintains public records upon completion of the Agreement, Tadera shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the Licensee,upon request from the Licensee's custodian of public records, in a format that is compatible with the information technology systems of the Licensee. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (1) A request to inspect or copy public records relating to the Licensee's contract for services must be made directly to the Licensee. If the Licensee does not possess the requested records, the Licensee shall immediately notify Tadera of the request, and Tadera must provide the records to the Licensee or allow the records to be inspected or copied within a reasonable time. (2) Tadera's failure to comply with the Licensee's request for records shall constitute a breach of this Agreement, and the Licensee, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2)avail itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available remedies at law or in equity. (3) If Tadera who fails to provide the public records to the Licensee within a reasonable time may be subject to penalties under s. 119.110. (E) CIVIL ACTION. (1) If a civil action is filed against Tadera to compel production of public records relating to the Licensee's contract for services, the court shall assess and award against Tadera the reasonable costs of enforcement,including reasonable attorneys'fees,if: a. The court determines that Tadera 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 Tadera has not complied with the request,to the Licensee and to Tadera. (2) A notice complies with subparagraph(1)(b)if it is sent to the Licensee's custodian of public records and to Tadera at Tadera's address listed on its contract with the Licensee or to Tadera's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery,which may be in an electronic format. (3) If Tadera 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 TADERA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO TADERA'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADOt. MIAMIBEACHFL.GOV PHONE: 305-673-7411 11.10 Inspector General Audit Rights (A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the Licensee has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all Licensee 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 Licensee. (B) The Office of the Inspector General is authorized to investigate Licensee affairs and empowered to review past, present and proposed Licensee 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 Licensee projects and programs.Monitoring of an existing Licensee 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 Tadera, its officers, agents and employees, lobbyists, Licensee staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the Licensee 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 Tadera, Tadera 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 Tadera its officers,agents and employees,lobbyists,Licensee 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 Tadera'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) Tadera 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 12 DocuSign Envelope ID:11169665-A0OB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 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: i. If this Agreement is completely or partially terminated,Tadera shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement;and ii. Tadera 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 Tadera,its officers,agents,employees,subcontractors and suppliers. Tadera shall incorporate the provisions in this section in all subcontracts and all other agreements executed by Tadera in connection with the performance of this Agreement. (G) Nothing in this section shall impair any independent right to the Licensee 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 Licensee by Tadera or third parties. [Balance of Page Intentionally Left Blank] 13 DocuSign Envelope ID:11169866-AODB-43E8-97E6-7278BDA7A168 Draft Contract no.23-217-01 IN WITNESS hereof, the Parties have executed this Agreement to be effective on the Effective Date set forth above. City of Miami Beach GCR INC.dlbla TADERA Signature: Signature: Name:A' T.Hudak Name: Laurent Memvielle Title:City Manager • Title: Group Leader Date: 02/15/24 Signattn /<� APPROVED AS TO Name:Rafael E.Granado FORM&LANGUAGE Cry c..f.,evs. &,FOR EXECUTION Title: City Clerk ( )Q1U: r021 PAZI �0\City Attorney ' Date Il Date: MAR 1 5 2024 the following attachments constitute a part of this Agreement and are incorporated herein by this reference. Attachment A—Software License and Support Fees Attachment B—Hosting Attachment C—Support w„ Attachment D—Statement of Work .6\ [Balance of Page Intentionally Left Blank) s '.INCOttf' O.ATE0 °,,Y'••...•�..:;Nei: i:� DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 ATTACHMENT A SOFTWARE LICENSE AND SUPPORT FEES Annuall.cerise InvcstrncnI PBRM $ 40,000.00 Billing Included Accounts Receivable $ 7,000.00 Space Textual Included Space GIS $ 4,000.00 Export Support(2) $ 5,000.00 Subtotal License Fees $ 51,000.00 Services,Implementation,and Training PBRM core setup Included Billing&Invoicing Included Accounts Receivable Included Space Textual Included Space GIS Included Bi-directional API Integration:Munis Included Customized reports,2 Included AO Authentication Included Fixed Price Labor:Implementation and Training" $120,906.00 •$57,000 paid Year 1;balance of$63,536 split over Years 2-3. .r 15, E x Total Year 1 $108,000.00 Total Year 2 $ 84,298.01 Total Year 3 $ 85,874.01 Optional Total Year 4 $ 55,729.00 Optional Total Year 5 $ 57,400,00 Annual Escalation The prices shown above reflect a 3%increase to the license Fee at the beginning of each Contract Year. Annual Support Hours Cap:40 hours. Licensee's annual Fees and included annual application support allotment applies to each Contract Year and shall not include unused application support time from prior Contract Years, Payment Terms Licensee agrees to pay Tadera the Fees in accordance with the payment terms set forth below: • Annual Fees: Due at the effective date for Year 1,and annual thereafter upon Anniversary Date • Fixed Price Services: As a part of contract negotiations, all Fixed Price Labor for Implementation and Training(see above)are being split out evenly across years 1 -3 and added to the Annual Fee, As such,all fixed price services are included in the Annual Fee and due annually upon Anniversary Date. • Time&Material Services(if not Fixed Price): Billed monthly in arears 15 DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 • Additional services ordered during the Term will be invoiced monthly at the below rate following the month services were rendered. Initial Term The Initial Term of this Agreement shall commence on the Effective Date and shall remain in full force for three(3)years with two(2)potential one-year extension options. Additional Terms and Conditions Licensee may request additional services via this agreement based on the current hourly rates. Hourly rates for additional services shall remain fixed through the initial Term of the contract. I Labor Category Hourly Rate_ Senior Product $195.00 Product E150.00 Project $175.00 Technical $150,00 [Balance of Page Intentionally Left Blank) I DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 ATTACHMENT B HOSTING Tadera agrees to provide Licensee with access to the Software during the Term through a hosted computing environment. Hosting of the Software is provided through the Amazon Web Services (AWS) Cloud. AWS Cloud Working with AWS,Tadera has developed innovative automations that ensure unique security controls are implemented by default,allowing for streamlined governance across multiple users. AWS Cloud is designed to host sensitive data, regulated workloads,and address the most stringent U.S. government security and compliance requirements - including the FedRAMP baseline and other compliance regimes.AWS meets the requirements of the most security-sensitive organizations with support for 98 security standards and compliance certifications—more than any other cloud offering. AWS Security For decades, Tadera has grown and evolved to meet the needs of a public sector that faces significant challenges, including cybersecurity. Keeping data secure while anticipating and mitigating threats is at the heart of everything we do.Our software solutions are built on a foundation of best practices that include: • National Institute of Standards and Technology(NIST)Standards:Aims to align with the most stringent cybersecurity frameworks in the U.S.federal government. • Defense-in-Depth Strategies: Implements specific countermeasures in layers to defend against cyber threats and vulnerabilities. • Zero Trust Architecture:Prevents any user or device,inside or outside a network,from accessing an IT system until authenticated and continuously verified through a robust Identity and Access Management program that allows access to only necessary,specified resources. • Automated Provisioning:Facilitates end-to-end automation based on specifications,policies,and analytics-without the need for human intervention and opportunities for human error. • 24/7/365 Continuous Monitoring: Partners with Optiv, a leading managed security service provider(MSSP), to deliver around-the-clock security monitoring services that ensure preventive and ongoing real-time operational measures. • Best-in-Breed Security Tools:Taps into the power of best-of-breed security tools,such as AWS, CloudFlare,CrowdStrike,Optiv,Qualys,and MimeCast. AWS Lavers of Protection Rooted in defense-in-depth strategies, Tadera's approach to cybersecurity implements countermeasures in layers to create an aggregated security posture. Drawing on best practices and insights from leading InfoSec experts,our model ensures the most appropriate technologies are applied at every layer. When it comes to public sector cybersecurity, there isn't a single solution for defending against attacks. Cyber threats are continuously evolving,and thus,so is our cybersecurity program.We constantly realign with federal standards and industry best practices,push the bounds of innovation,and invest in partnerships to keep critical infrastructure systems and data secure. Further information: https:llaws.amazon.cem/stateandlocal/7hp=tile&tile=industries&wwps-cards.sort- bv=item.additionaIFields.sortDate&wwps-cards.sort-order=desc Service Level Agreement("SLA") 1. Uptime Target. Subject to specifically mentioned exceptions, Tadera shall use commercially reasonable efforts to cause the Software to be available through the Hosting 99.5% of the time ("Service Level Target"), as measured on a monthly basis. In the event the Software and Hosting do 17 DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 not meet the Service Level Target,Licensee may be eligible to receive a Service Credit in accordance with the procedures described below. 2. "Service Interruption"is defined as either the total loss of Licensee availability to the Software,or the degradation of a specific element or component the Software to an extent by which the Software is not functional for their intended purpose, subject to the exceptions described below. 3. Exceptions. Any interruptions to the Service(s) caused by or during any of the following events or circumstances shall not constitute a Service Interruption hereunder and shall not to be considered and/or included in,or for the purpose of,calculating any Service Credits available under this SLA: a. During any period where Licensee's payment of Fees is more than 30 days past due or where Tadera has suspended the Agreement for late payment; b. Incidents outside Tadera's reasonable control, including those described in Section 10.4 of the Agreement; c. Scheduled maintenance of the Hosting and Software for which Tadera has notified Licensee; d. Incidents caused by equipment, software or other technology provided by Licensee or by a third party on behalf of Licensee; e. Incidents caused by a violation of this agreement,negligence or willful misconduct by Licensee or Licensee agents or employees. 4. Credit Request. If Licensee experiences a Service Interruption,to receive consideration for a Service Credit,Licensee must provide written notice to Tadera within 30 days of such Service Interruption. The request should include, at a minimum, the date, time and duration of the Service Interruption. In instances of uncertainty or dispute as to whether an actual Service Interruption has occurred,Tadera shall make a final determination with respect to such uncertainty and/or dispute, in good faith,based on its review of data provided by system logs, monitoring reports and configuration records, which Tadera shall make available to Licensee at Licensee's request. 5. Service Credits. For each month, Tadera will calculate the percentage of time where the Software was available through the Hosting with no Service Interruptions for which the Licensee has requested credit pursuant to Section 4 of this Service Level Agreement ("Uptime"). For each percent (1.0%) which the Uptime falls below the Service Level Target, Licensee will be entitled to a one-fifth of one percent (0.2%) reduction in the next Annual Fees (each such reduction, a "Service Credit"). For example,if the Uptime for a month were 97.5%, 2.0%below the Service Level Target,Licensee would be entitled to a 0.4%Service Credit on the next Annual Fees. 6. Service Credit Maximum. The parties acknowledge and agree that(a)the maximum Service Credit Licensee may receive for Service Interruptions as described in this SLA shall be no more than 5%of the next Annual Fees, and (b) the Service Credits prescribed under this SLA shall be the sole and exclusive remedy for any and all such Service Interruptions,in each case notwithstanding anything to the contrary in this SLA or elsewhere in this Agreement. [Balance of Page Intentionally Left Blank) I DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 ATTACHMENT C SUPPORT • The software covered by this support agreement includes the Licensed Programs plus any future versions of the Licensed Programs offered by Tadera as an incremental upgrade. Future expansion of the system that requires modifications outside the support of the base system is not covered under this agreement. Software Support Policy Descriptions In accordance with the terms of this Agreement, Tadera will furnish the following support services for the Licensed Programs. Enhanced Technical Support Tadera has a dedicated 24/7/365 support portal for logging help desk tickets either via a product email address or directly within the support portal. In addition,Tadera has a dedicated telephone support phone line (504) 304-0781. A Power User is defined as a trained, advanced user who can troubleshoot basic issues without assistance. Licensee is limited to two(2)designated Power Users at any one time,who will act as the support liaison between the Licensee and Tadera. Licensee agrees that support may be provided through electronic communications or telephone support. Timeliness of Incident Resolution TVera shall use commercially reasonable efforts to provide modifications or additions to correct errors in f' e &lftware reported by Licensee. The level of support that Tadera can provide is dependent upon the ceo{Seration of Licensee and the quantity of information that Licensee can provide. Licensee agrees that efforts beyond the Annual Support Hours Cap set forth in Attachment A per Contract Year would not be commercially reasonable. If the Licensee cannot reproduce a problem or if Tadera cannot successfully gather adequate troubleshooting information,Tadera will require temporary login access on the licensee's system to identify and address the problem. This communication capability shall be accessible 24 hours a day. seven days a week. New Releases Incremental upgrade releases (not requiring modifications outside the support of the base system) and documentation will be made available at no additional cost for all purchased modules during the term of the Agreement. Program Enhancements Enhancement releases(not requiring modifications outside the support of the base system)for the software will be made available at no additional cost for all purchased modules during the term of the Agreement. Installation Assistance Support for the proper installation of the current release of the software,and any subsequent patches or updates described above will be made available through remote assistance. Online Training Online user training will be made available to Licensee through a web-based interface for up to eight(8) hours each agreement year in order to provide refresher training and support the training of new staff members at no additional cost to the Licensee. [Balance of Page Intentionally Left Blank] 19 DocuSign Envelope ID:11169665-AODE3-43E13-97E6-72788DA7A168 Draft Contract no.23-217-01 ATTACHMENT D STATEMENT OF WORK,SOFTWARE,SERVICES&ASSUMPTIONS The Statement of Work pursuant to Section 0100 of the ITN is hereby incorporated by reference.Tadera shall perform the following services but not limited to: Software Public Business& Revenue Manager(PBRM)is a broad application providing a range of functionality from core operational processes to the facilitation of data-driven executive decisions. PBRM helps determine revenue streams,ensure accurate billing,reduce inefficiencies,and automate data exchanges. With predictive and prescriptive capabilities,Licensees can model adverse conditions,forecast their impact, and use analytics to choose the best recovery strategies. Detailed functionality includes: Agreement&Company Management Agreement & Company Management module enables Licensee staff to administer all aspects of the Licensee's relationship with entities that have a business relationship with the Licensee relative to revenue and non-revenue lease provision details,amendments,billing rates and billing rules,insurance and surety compliance information,and contact management. Activity Management The Activity Management module of PBRM is used to manage all activity for the Licensee, including both fixed and variable. Billing&Invoicing Management The PBRM Billing & Invoicing Management module includes all the tools for accurate billing of tenants, concessions,and other entities who have a business relationship with the Licensee. Accounts Receivable Management Tadera's Accounts Receivable module houses the tools for the collection of amounts owed to the Licensee and the recordation of the payments received,providing a complete picture of customer accounts in real- time.The AIR Management module offers a complete selection of reports for analytical and other reporting purposes. Property&Space Management The Property & Space Management module of PBRM is used to manage spaces and uses within the Licensee facilities and managed locations. With a client-customizable hierarchy, this module is used to track and manage the inventory of all spaces and parcels at all Licensee-owned facilities,both land-and airside,linking spaces to agreements and lease-provisions. General Assumptions 1) Unless otherwise noted: a) Pricing will be honored for 90 days from date of proposal b) One invoice template creation is included c) Excludes any custom report conversions 2) Data Migration and Conversion a) Unless otherwise notes: i) For new installations(not applicable to upgrade clients),data migration from existing systems into PBRM is the responsibility of the Licensee. However,Tadera will assist with this effort by providing Excel templates to import company,contact and some contract information,while the agreement provisions will need to be set up manually. ii) Licensee will perform all data cleansing and correction. Ongoing data transfers between PBRM and Munis will utilize Tadera's bi-directional API. 31,Tadera has all databases configured with Encryption at rest and in motion with TDE SQL Encryption certs.TDE does real-time I/O encryption and decryption of data and log files. 4)Authentication and Authorization (1) Azure Active Directory Single Sign-on for Authentication. (a) AD SSO is included in the scope and quote. (b) Authorization is based on Roles and Permissions assigned to a user. 20 DocuSign Envelope ID: 11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 Project Management&Planning Assumptions 1) The Tadera Project Manager has the authority to control and execute the Project Management Plan to keep the project on schedule and within budget. 2) Target dates reflect an approximate project start date. All dates will proportionally shift based on the actual start date of the project. 3) Project schedule recognizes all national holidays(Memorial Day, July 4th,Labor Day, Thanksgiving, and Christmas),but excludes vacation days by Licensee or Tadera. 4) Licensee is expected to provide timely responses, approvals, and/or deliverables as indicated in Tadera's Project Management Plan. Delays in receiving such responses might hold up progress and lead to overall schedule delays and additional cost to Licensee. 5) Licensee is expected to attend and provide input at certain key meetings for the purposes of moving the project forward. Delays in attendance might hold up progress and lead to overall schedule delays and additional cost to Licensee. 6) For all hosted solutions,test and production systems will both be cloud-hosted. 7) Tadera is dependent on Licensee to carry out any required/requested acceptance testing within the agreed-upon timeframes. [Balance of Page Intentionally Left Blank] 21 DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 Implementation Phases and Deliverables TADERA RESPONSIBILITIES CITY RESPONSIBILITIES • Establish a staging database as a • Cleanse the data. placeholder. • Review and approve the data • Extract data from the staging area; conversion, migration, and transform and load into the database. synchronization strategy. • Extract data from the staging database. • Review and approve the data conversion, migration, and • Verify the condition of the data. synchronization plan. • Load the converted data into the • Collaborate in the design and proposed platform's database. development of a data model for the • Perform data synchronization from the staging database. proposed platform's database to the • Perform acceptance testing and signoff staging database. • Create data conversion, migration, and synchronization strategy. • Create data conversion, migration, and synchronization plan. • Map and load data from the staging database to the proposed platform's database, including traceability from the staging database to the proposed platform's database. • Identify synchronization requirements and inform the City] synchronization rules. • Design and develop a data model for the staging database. • Implement the staging database. • Develop the required ETL programs to support the above. • Test the system by using Mock Runs. • Perform the real data conversion for production. [Balance of Page Intentionally Left Blank] 22 DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23.217-01 Implementation Phases and Deliverables PHASE KEY IMPLEMENTATION DELIVERABLES Project Planning • Implementation Work Plan,induding detailed work steps and timeline for project plan ■ Kickoff Presentation • Major Decision Points Installation and • Technical Design Report Initial Training • Documented server hardware and software specifications,and database management software • Creating production and test environments and databases • Documentation of how transaction data is represented in the database • Documentation for user created reports and queries • Documentation on user of virtual server environment • Product Installation • Processes for system administration including server setup and database backup Functional • Documented Requirements(Functional Design Report) Requirements • How processes will work from the users'perspective (Technical • GAP analysis for any additional functionality required,including additional reports that Implementation) may be required Testing and Training • Application Training • Preliminary Procedures • Administration Training prior to go-live Implementation and • Cutover Plan Go Live • Support Plan • Readiness Review Report ■ Production System Operation • On-Going Support [Balance of Page Intentionally Left Blank] 23 DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168 Draft Contract no.23-217-01 Sample Project Schedule TASK NAME DURATION RESOURCE (IN WORKDAYS) PERM LEASE SOFTWARE IMPLEMENTATION 95 DAYS Contract Signing and Initial Planning 10 days Notice to Proceed to TADERA 0 days TADERA Initial Planning S days TADERA Develop Project Schedule 5 days TADERA Draft Kickoff Presentation 5 days TADERA Review Project Schedule 5 days City Review Kickoff Presentation S days City Finalize Schedule and Presentation 0 days City&TADERA Installation/Initial Training 7 days TADERA Finalize Schedule and Attendance for Initial Training 1 day City&TADERA Install and Validate PBRM Environments 5 days TADERA Kickoff Meeting and Initial Training &Config Sessions 2,5 days City&TADERA Provide City with PBRM User Guide 0 days TADERA System Deployed for City/TADERA Data Entry 5 days Hold Additional Configuration Sessions 3 days City &TADERA Configure system reference tables 5 days TADERA Create Design Document for GL Integration (Tyler) 5 days City&TADERA Develop PBRM GI Interface 30 days TADERA Test/QA GL Interface 15 days TADERA Deployment GL Interface to PBRM UAT Environment 1 day TADERA Demonstration/Client Review 5 days City Provide City with configured system ready for data entry 0 days TADERA Import from Existing Repositories/Spreadsheets 20 days TADERA to Provide a Template to City 0 days TADERA City Completion of Template and Return to TADERA 8 days City TADERA Import/Validation of Template Data 7 days TADERA Additional City Data Entry Not Covered by Template 5 days City Additional Training 3 days Training provided by TADERA 3 days TADERA User Acceptance Testing (UAT) 5 days City City Validation of Reference Data, Transactional Data, 5 days City Reporting Go-Live and Priority Post-Cutover Support 4 days Prepare Cutover Schedule 2 days TADERA Revise/Approve Cutover Schedule 2 days City &TADERA Go live 0 days City &TADERA 24 ATTACHMENT A RESOLUTION &COMMISSION AWARD MEMO RESOLUTION NO. 2023-32676 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER, PURSUANT TO INVITATION TO NEGOTIATE NO. 2023- 217-ND, FOR REAL ESTATE MANAGEMENT SOFTWARE; AND AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH GCR, INC. D/B/A CIVIX, AS THE TOP-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS NOT SUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH GCR INC., AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH TRESCOPE, INC., AS THE SECOND-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 March 27, 2023, the Mayor and City Commission approved the issuance of the Invitation to Negotiate (ITN) No. 2023-217-ND for Real Estate Management Software; and WHEREAS, Invitation to Negotiate No. 2023-217-ND (the "ITN") was released on March 27, 2023; and WHEREAS, a voluntary pre-proposal meeting was held on April 12, 2023; and WHEREAS, on May 11, 2023, the City received two (2) proposals from GCR, Inc. d/b/a Civix, and Trescope, Inc.; and WHEREAS, on May 18 2023, The City Manager, via Letter to Commission No. 229- 2023, appointed an Evaluation Committee consisting of the following individuals: Ozzie Dominguez, Asset Management Division Director, Facilities and Fleet Management Department, Anabel Llopiz, Executive Director, Lincoln Road Business Improvement District, Ozzy Macias, Chief Technology Officer, Information Technology Department, Santiago Sellan, Contracts Compliance Administrator, Facilities and Fleet Management Department, and Alba Tarre, Director, Housing and Community Services Division; and WHEREAS, the Evaluation Committee convened on June 13, 2023, to review and score the proposals; and WHEREAS, the Evaluation Committee received an overview of the project, information relative to the City's Cone of Silence Ordinance and the Government Sunshine Law, general information on the scope of services, and a copy of each proposal; and WHEREAS, the Evaluation Committee was instructed to score and rank each proposal pursuant to the evaluation criteria established in the ITN; and WHEREAS, the Evaluation Committee process resulted in the ranking of proposers as follows: GCR Inc. d/b/a Civix, as the top-ranked proposer; and Trescope, Inc.; as the second- ranked proposer; and; WHEREAS, after reviewing all of the submissions and the Evaluation Committee's rankings and analysis, the City Manager concurs with the Evaluation Committee and recommends that the Mayor and City Commission authorize the Administration to enter into negotiations with GCR, Inc. d/b/a Civix, as the top-ranked proposer; further, if the Administration is not successful in negotiating an agreement with GCR, Inc. d/b/a Civix, authorizing the Administration to enter into negotiations with Trescope, Inc., as the second-ranked proposer; and further authorizing the City Manager and City Clerk to execute an agreement upon conclusion of successful negotiations by the Administration. 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 Invitation to Negotiate (ITN) No. 2023-217-ND for Real Estate Management Software; and authorize the Administration to enter into negotiations with GCR, Inc. d/b/a Civix, as the top-ranked proposer; further, if the Administration is not successful in negotiating an agreement with GCR, Inc. d/b/a Civix, authorize the Administration to enter into negotiations with Trescope, Inc., as the second- 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 oZ& day of Liu/ 2023. ATTEST: JUL 2 8 2023 RAFAEL E. GRANADO, CITY CLERK DAN GELBER, MAYOR TINCORWRAT'ED' APPROVED AS TO ,.„pH 26 ,_ FORM & LANGUAGE & FOR EXECUTION City Attorney Date Competitive Bid Reports-C2 E MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Alina T. Hudak, City Manager DATE: July 26,2023 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 INVITATION TO NEGOTIATE NO. 2023-217-ND, FOR REAL ESTATE MANAGEMENT SOFTWARE; AND AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH GCR, INC. D/B/A CIVIX, AS THE TOP-RANKED PROPOSER; FURTHER, IF THE ADMINISTRATION IS NOT SUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH GCR INC., AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH TRESCOPE, INC., AS THE SECOND-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 accepting the City Manager's recommendation, pursuant to ITN 2023-217-ND, for real estate management software, authorizing the Administration to negotiate with GCR Inc. d/b/a Civix, the top-ranked proposer, and, if not successful, authorizing the Administration to enter into negotiations with Trescope, Inc., the second-ranked proposer. The Resolution also authorizes the City Manager and City Clerk to execute an agreement upon conclusion of successful negotiations in an amount not to exceed $125,000 for the initial term of the agreement. The initial term shall be approximately three years with two (2)one (1)year optional renewal terms. The solicitation is currently under the cone of silence. BACKGROUND/HISTORY The Facilities and Fleet Management Department (the "Department") currently manages city- owned commercial real estate assets. The current process for managing these assets is antiquated and labor-intensive. Therefore, the Department requests a new and efficient system to track real estate assets by folio numbers, as well as perform key functional activities such as tracking insurance policies and expiring lease agreements, and managing lease payments, as well as interfacing with the City's financial system. Page 66 of 1588 Through this Invitation to Negotiate (ITN), the City seeks proposals for asset management software that will help streamline the management of assets as it relates to tracking expirations, escalations, renewal options, etc. The software will include built-in accounting, online marketing and leasing, integrated screening, and insurance, online portals for easy rent collection, service requests, payments, and owner reporting. ANALYSIS On March 27, 2023,the Mayor and the City Commission authorized the issuance of Invitation to Negotiate (ITN) No. 2023-217-ND, for real estate management software. On March 27, 2023, the ITN was issued. A voluntary pre-proposal conference to provide information to proposers submitting a response was held on April 12, 2023. One (1) addendum was issued. The Procurement Department issued bid notices to 14,942 companies through the e-procurement system, with 61 prospective bidders accessing the advertised solicitation. ITN responses were due and received on May 11, 2023. The City received a total of two (2) proposals from GCR Inc. d/b/a Civix, and Trescope, Inc. On May 18, 2023, the City Manager appointed the Evaluation Committee via LTC # 229-2023. The Evaluation Committee convened on June 13, 2023, to consider the proposals received. The Committee was comprised of Ozzie Dominguez, Asset Management Division Director, Facilities and Fleet Management Department,Anabel Llopiz, Executive Director, Lincoln Road Business Improvement District, Ozzy Macias, Chief Technology Officer, Information Technology Department, Santiago Sellan, Contracts Compliance Administrator, Facilities and Fleet Management Department, and Alba Tarre, Director, Housing and Community Services Division. The Committee was provided an overview of the project, information relative to the City's 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 ITN. The evaluation process resulted in the ranking of proposers as indicated below(see Attachment A). 1st ranked -GCR Inc. d/b/a Civix 2nd ranked—Trescope, Inc. A summary of each top-ranked firm follows based on information provided by each firm. GCR Inc. d/bla Civix For 40 years and across 50+ public clients, GCR Inc. d/b/a Civix (GCR) has had a singular specialized focus on public sector real estate management software. Its products and services have evolved and matured throughout the years with the help of software developers, employees with significant field experience, and continuous feedback and input from clients. Today, GCR provides highly functional state-of-the-art platforms that support its clients' missions and specialized daily operations. Relevant clients include the City of Fort Lauderdale, Palm Beach County,and the Greater Orlando Aviation Authority. Trescope. Inc. Trescope, Inc. (Trescope) is a consulting company that is familiar with lease accounting and management solutions and with different leasing accounting standards. As an IBM Business Partner, Trescope has provided consulting services since 2010. Trescope is made up of highly skilled professionals with expertise in accounting, software development, and implementation. Page 67 of 1588 The firm is fully committed to delivering exceptional value and service_Relevant clients include the Palm Beach School District, the Archdiocese of Chicago, and the City of New York. SUPPORTING SURVEY DATA Not Applicable FINANCIAL INFORMATION The IT Steering Committee held on November 14, 2022, approved funding for a commercial real estate digital platform. The Department estimates $65,000 for the first year, inclusive of a $35,000 implementation fee and $30,000 for the service. All subsequent years are estimated at $30,000 and are subject to the appropriation of operating funds through the City's annual budget process. The scope of work and cost will be negotiated with the selected firms in order of rank. It is not anticipated that grant funding will be utilized for this project. Amount(s)/Acount(s): 552-0640-000331-00-404-534-00-00-00-69522 $65,000(FOR YEAR 1 ONLY) CONCLUSION After reviewing all of the submissions and the Evaluation Committee's rankings and commentary, GCR Inc. d/b/a Civix(GCR) is deemed to be the best-qualified firm to provide the City with asset management software. To meet the City's needs, GCR is proposing its lease management solution, Public Business & Revenue Manager (PBRM), which will integrate with the City's financial system, Tyler Technologies MUNIS system. GCR has a proven and demonstrable record of successful implementations with other local cities, counties, and agencies, such as the City of Fort Lauderdale, Palm Beach County, and the Greater Orlando Aviation Authority, which are tasked with the property management and revenue generation of their assets. PBRM is built to scale and is large enough to handle the deployment easily but agile enough to bring a flexible deployment that combines the City's workflow and best practices. Trescope, Inc., the second-ranked proposer, is also well-qualified and should be considered if negotiations with GCR Inc. d/b/a Civix are unsuccessful. For the reasons stated herein, it is recommended that the Mayor and City Commission approve the Resolution authorizing the Administration to enter into negotiations with GCR Inc. d/b/a Civix, as the top-ranked proposer,further, if the Administration is not successful in negotiating an agreement with GCR Inc. d/b/a Civix, authorizing the Administration to enter into negotiations with Trescope, Inc., as the second-ranked proposer, and further authorizing the City Manager and City Clerk to execute an agreement upon conclusion of successful negotiations by the Administration. Applicable Area Not Applicable Is this a "Residents Right Does this item utilize G.O. to Know" item. pursuant to Bond Funds? City Code Section 2-14? Page 68 of 1588 No No Legislative Tracking Facilities and Fleet Management/Procurement ATTACHMENTS: Description ❑ Attachment A D Resolution Page 69 of 1588 [Mlr £ _ k .17 ✓ '. ... n`sv` L i t rr ,;.`, }t,,, Warm . GCII Inc - �._ .- .�1 - _ mop.ton. -. _ - .r+.. wry ! e IOn useur vuwost a a+L.{Not MIN/MbMfOM11/r1fMMlMri11111MMM ATTACHMENT B ADDENDA AND ITN SOLICITATION M I AM I BEACF-1 PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3`d Floor Miami Beach, Florida 33139 www.miamibeachfl.gov ADDENDUM NO. 1 INVITATION TO NEGOTIATE NO. 2023-217-ND FOR REAL ESTATE MANAGEMENT SOFTWARE May 3, 2023 This Addendum to the above-referenced ITN is issued in response to questions from prospective proposers, or other clarifications and revisions issued by the City.The ITN is amended in the following particulars only(deletions are shown by strikethrough and additions are underlined). I. RESPONSES TO QUESTIONS RECEIVED. Q1: What is your Lease Accounting Standard? GASB 87 or GASB 96 Al: GASB 87. However,the purpose of this ITN is to select the best-qualified (as determined by the City) consultant. Responses pursuant to the ITN are not to include scope. After selection, the City and the selected consultant will negotiate scope, terms, and cost. Q2: What is the expected number of users that are going to use the application? Please provide the count of different user categories. a. Total number of Users using the system? b. Number of Administrators? c. Number of Real Estate Mangers? (Including lease administrators and lease accountants) d. Number of General Users? (Access to update the buildings, people, organization etc.) A2: a. 6 b.2 c. 2 d.4 Q3: Are you expecting to use the application for specific roles other than the above roles? If so, mention the role and count. A3: The application is not used for other roles outside of those mentioned in Q2 above. Q4: Are you planning to use other functionalities of an IWMS solution? A4: No. However,the purpose of this ITN is to select the best-qualified (as determined by the City) consultant. Responses pursuant to the ITN are not to include scope. After selection, the City and the selected consultant will negotiate scope,terms, and cost. Q5: On a cloud-based solution, are you looking for a standard SaaS deployment or open to a self-hosted model? (In a self-hosted model, County will provide the servers and manage the servers) A5: The City is open to either a standard SaaS deployment or a self-hosted model. However, the purpose of this ITN is to select the best-qualified (as determined by the City)consultant. Responses ADDENDUM NO.1 INVITATION TO NEGOTIATE NO.2023-217-ND FOR REAL ESTATE MANAGEMENT SOFTWARE M I A M I BE/\ I-1 PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov pursuant to the ITN are not to include scope. After selection, the City and the selected consultant will negotiate scope, terms, and cost. Q6: Do you need FedRAMP, State RAMP? A6: This data does not require FedRAMP or State RAMP. However, the purpose of this ITN is to select the best-qualified (as determined by the City) consultant. Responses pursuant to the ITN are not to include scope. After selection, the City and the selected consultant will negotiate scope, terms, and cost. Q7: Expected #of users and user types? A7: See response to Q2. Q8: Will you need one production environment and one non-production? A8: A production environment will be needed to host the application. The City of Miami Beach ERP systems is updated and tested in non-production environments. If the source solution is hosted by the City of Miami Beach, non-production and production environments are needed for development, testing, stage,and deployment.A hosted vendor solution must be able to communicate to both City of Miami Beach Production and non-production environments. If the source solution is hosted in the cloud, the solution must be able to connect. However, the purpose of this ITN is to select the best-qualified (as determined by the City) consultant. Responses pursuant to the ITN are not to include scope.After selection,the City and the selected consultant will negotiate scope,terms, and cost. Q9: Can you provide more details about these 3 integrations? (a) City's financial system, (b) Tyler Technologies MUNIS system, and (c) Energov. A9: (a) City's financial system-Payments will continue to be taken through the City of Miami Beach Finance department. (b) Tyler Technologies MUNIS system -The source solution must be able to create exportable data files in CSV, Excel formats, or able to be coded towards the MUNIS API formats. All processing of data will be in the City of Miami Beach Financial ERP system. Processes data can be exported by CSV, Excel, or APIs.The final and sole repository for the City of Miami Beach's financial data is the MUNIS ERP system. (c) Energov - Source solutions must track and report on data required by the City of Miami Beach Energov system: • Property I Company name • Articles of Incorporation and Federal Tax ID of the application • Property Address 1 • Property Address 2 • Postal—Zip code • License Status • Primary Business Type ADDENDUM NO.1 2INVITATION TO NEGOTIATE NO.2023-217-ND FOR REAL ESTATE MANAGEMENT SOFTWARE M I AM I BE/\ 2FI PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov • Related BusinessType • Contact first and last names • Contact Email address • Contact Phone • Contact Address • Contact Unit or Suite • Contact City • Contact State • Contact Post—Zip Code • Property Specifics o Square Feet o Number of units Q10: Does the application need any integrations other than the above integrations from an external system? If so, mention the system that needs to be integrated and specify the integration type (Inbound / Outbound I Both). A10: No However,the purpose of this ITN is to select the best-qualified (as determined by the City) consultant. Responses pursuant to the ITN are not to include scope. After selection, the City and the selected consultant will negotiate scope,terms, and cost. Q11: Do you have an initial data migration process? All: No.Any current data will need to be manually updated to the new software solution. However, the purpose of this ITN is to select the best-qualified (as determined by the City) consultant. Responses pursuant to the ITN are not to include scope. After selection, the City and the selected consultant will negotiate scope, terms, and cost. 012: If initial data migration is in scope, what is the expected count of data that needs to be migrated to the system? If possible, please provide the details. Al2: See response to Q11. Q13: Are there additional leases added to the City of Miami Beach Real Estate Portfolio? How many may be added over the next 3 years? A13: There are additional leases added to the City of Miami Beach Real Estate Portfolio. 10 to 15 may be added over the next 3 years. However, the purpose of this ITN is to select the best-qualified (as determined by the City)consultant. Responses pursuant to the ITN are not to include scope.After selection, the City and the selected consultant will negotiate scope,terms,and cost. Q14: Are there any other areas the proposed solutions could support for the City of Miami Beach? i.e., Capital Planning, Project Management for Build-outs, Service requests from tenants, Reservation for facilities, utility management, etc.? A14: No. Q15: How many Users will access the proposed Real Estate system? ADDENDUM NO.1 INVITATION TO NEGOTIATE NO.2023-217-ND FOR REAL ESTATE MANAGEMENT SOFTWARE M I AM I B E AC H PROCUREMENT DEPARTMENT 1755 Meridian Avenue,3rd Floor Miami Beach, Florida 33139 www.miamibeachfl.gov System Administrators: Real Estate Directors: Lease Administrators: County Managers: Tenants: Others: A15: See response to Q2 and Q3. 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: Natalia Delgado 305-673-7000 ext. 26263 nataliadelgado@miamibeachfl.gov Proposers are reminded to acknowledge receipt of this addendum as part of their ITN submission. Sincerely, Natalia Delgado Procurement Contracting Officer III 4 ADDENDUM NO.1 INVITATION TO NEGOTIATE NO.2023-217-ND FOR REAL ESTATE MANAGEMENT SOFTWARE MIAMI BEACH Invitation to Negotiate (ITN) 2023-217-ND Real Estate Management Software TABLE OF CONTENTS SOLICITATION SECTIONS: 0100 INSTRUCTIONS TO RESPONDENTS 0200 GENERAL CONDITIONS 0300 PROPOSAL SUBMITTAL INSTRUCTIONS & FORMAT 0400 PROPOSAL EVALUATION MIAMI BEACH SECTION 0100 INSTRUCTIONS TO RESPONDENTS&GENERAL CONDITIONS 1. GENERAL.This Invitation to Negotiate(ITN)is issued by the City of Miami Beach, Florida(the"City"), as the means for prospective Proposers to submit proposals for the City's consideration in evaluating qualifications to select a firm with whom it may negotiate an agreement for the purpose noted herein. The City utilizes Periscope S2G (formally known as BidSync) (www.periscooeholdings.com or www.bidsync.com) for automatic notification of competitive solicitation opportunities and document fulfillment, including the issuance of any addendum to this ITN. Any prospective Proposer who has received this ITN by any means other than through Periscope S2G must register immediately with Periscope S2G to assure it receives any addendum issued to this ITN. Failure to receive an addendum may result in disqualification of proposal submitted. 2. BACKGROUND. The City's Facilities and Fleet Management Department (the "Department") currently manages the City of Miami Beach's commercial real estate assets. The current process for tracking these assets is antiquated and labor-intensive. Therefore, the Department requires a new and efficient system to track real estate assets by folio numbers, as well as perform the functionality referenced in Sub-section 4 below. 3. PURPOSE. Through this ITN, the City seeks proposals for an asset management software that will help streamline the management of assets as it relates to tracking expirations, escalations, renewal options, etc. The software will include built-in accounting, online marketing and leasing, integrated screening, and insurance, online portals for easy rent collection, service requests, payments, and owner reporting. This software will integrate with the City's financial system, Tyler Technologies MUNIS system, and Energov. 3.1. Interested Parties. Interested parties are invited to submit proposals in accordance with Section 0300. In accordance with the instructions of Section 0300, interested parties should provide detailed information that demonstrates their experience in working with commercial real estate leases and developers. Specific scope proposals are not requested at this time. Responsive proposals will be evaluated in accordance with Section 0400. The City Manager may recommend negotiations with one or more firms in accordance with Section 0100, Sub- section 12, or may recommend rejection of all responsive proposals. Contract negotiations to determine terms, conditions, scope, insurance/bond requirements, and costs will commence with the selected proposers as authorized by the City Commission in accordance with Section 0100, Sub-sections 12 and 13. This ITN is under the cone of silence pursuant to Section 2-486 of the City Code. All communications and questions are to be directed to the procurement contracting officer identified in Sub-section 6 below. 4. STATEMENT OF WORK REQUIRED. The City seeks a response from Proposers who possess the organizational, functional, and technical capabilities to perform the services and meet or exceed the requirements and service levels specified herein. The following represents an overview of the essential software requirements. Software Specifications • City employees will authenticate through Active Directory (AD) • Tool administrator will define the Authorization Matrix to determine the user access roles • Role 1: Administrator, full access, ability to define roles within the tool • Role 2: Read-only access • Role 3: Add, Update and Delete access • Email notification to be sent from tool • Must be able to track rent(receivables) payments online • Able to manage payables, receivables, and general ledger functions within the system MIAMI BEACH • Able to integrate with Minus (finance system). Must be able to create CSV/ Excel file formats, which will be used as an import into the Munis ERP—Finance System. CSV/Excel files created in Munis must be able to be imported into the vendor solution. • Track documents' expiration dates • Audit Log to track tenant profile changes • Reporting capabilities • Able to see every City Asset property—vacant, leasable, or not(vacant lots, parking lots, parks, embankments) everything has a folio and needs to be tracked in the new system Key Functional Activities General System Functionality • Vendor-supported COTS (Commercial off-the-shelf) solution • COTS vendor must be able to provide the City data file schema for data being stored • Email notifications internally within the City and externally to the lessee • COTS solution will export receivables into MUNIS to create statements to be mailed to the tenant. • COTS solution must be able to import payment information from the MUNIS ERP system into the new • solution • Must be able to see a lessee audit log tracking of all adds and updates to a client's record • System must have an Entry Section • System must be able to track the following: o Multiple business owners, business managers, tenant business managers, and legal contact names • Multiple contact phone numbers • Multiple email addresses • Multiple mailing addresses • System must assign a tenant number to the tenant profile • Must be able to track rent(receivables) payments online • System must produce a sales report for revenue-generating lessees i.e. restaurants, beauty salons, and retail space. • Must be able to track escalations, expirations, and any other deliverables systematically • All changes at the account level must be systematically tracked in the lessee's audit log • Must be able to see the sales reported, by the tenant, to the City • New system must support images, photos, PDF, Word, Excel attachments, lease file amendments, and commission actions (commission memos and resolutions). Commercial Real Estate Properties Must be Sortable • Must be able to filter and display City commercial properties by: o All City of Miami Beach-owned properties o City of Miami Beach properties actively rented/leased o City of Miami Beach properties available to be rented/leased o Non-City of Miami Beach properties that are rented/leased to the City of Miami Beach o City of Miami Beach-owned properties that are occupied by the City of Miami Beach Insurance Policies • Insurance requirements must be tracked systematically • Must be able to attach certificates of insurance to a client's profile • Should be able to email insurance requirements to the a third-party • Must be able to track insurance policy dates of expiration • Must be able to report on leases and insurance details MIAMI BEACH Lease Agreements • Must be able to track dates of expiration for lease agreements • Must be able to attach a copy of the lease agreement to the tenant profile • Must have a system validation; every lease must have insurance • CMB Facilities and Fleet Management department team members must be notified by an email generated by the commercial real estate tool of leases about to expire. o Lease expiry notification is internal only—must not be sent to the leaseholder • Must be able to report on expiring leases Accounting • Must be able to manage payables, receivables, and general ledger functions systematically • Must be able to view accounts receivable—rent payment history at the tenant level • Lessee must report sales to the CMB, the frequency of the sales reported is to be determined by the CMB Facilities and Fleet Management department • Must be able to track rent(receivables) payments online • Invoices must not be created in the COTS solution—to prevent any duplication of billing and invoices • Must be able to see tenant accounts receivable (rent payments) history for each tenant • The City determines the frequency of the sales being reported. • Payment summaries and outstanding receivables must be reportable Accounting MUNIS ERP • New system must calculate the final invoice amount to be imported into Munis • New system must integrate with MUNIS ERP for final invoicing o Must be able to create billing statements in the CMB Munis ERP system • New system and Munis ERP system must reflect the same payment information • New system must have the capability to import a payment file exported from Munis o New tool must contain payment information for reporting and emailing to the tenant • System must be able to display financial information contained in Munis o Reconciled payments must be exported from Munis to the new tool Real Estate Inventory • Leases of buildings/office space occupied by the CMB must be stored and be editable in the new system • Must be able to view leased, available for lease, and vacant CMB commercial properties • When a tenant leaves property—property must be put back into the available inventory • Every City asset—vacant, leasable, or not(vacant lots, parking lots, parks, embankments) everything has a folio and needs to be tracked in the new system • Must be able to report on CMB commercial properties available to be leased Email Communications • Must be able to email statements to the leaseholders • Must be able to email the insurance request to leaseholder • Must be able to send automated email notifications of lease expiration dates to internal users only • Must be able to create and send customized messages from the tenant profile Rent Roll Reports for Portfolio. Shall contain: • Contact Columns: o Tenant Name o Space Number o Square Feet MIAMI BEACH o Lease Commencement Date o Lease Expiration Date o Base Rent o CAM —common area maintenance o RET—real estate taxes o INS— insurance o UTL- Utilities o MKT— Marketing o OTH —Other o STX—Sales Tax o SNT—Sand Tax o All rents above in Annual and PSF amounts • Rent Increases and Dates of increases • Percentage Rent • Expired leases • Outstanding receivables reports by selected time periods • Payment summaries • Sales—by date ranges, sales dollar amounts/sq foot • Entry section sales report o Report must show the sales, reported to the City, generated by the tenant • Tenants with security deposits • Aged receivables - historical rental information o Munis ERP can produce an aging report for payment history o New system must be able to produce an aging report for payment history • Leases and insurance details • City commercial real estate available to be leased • COTS or in-house development must be accessible in both Edge and Chrome browsers. • IE— Internet Explorer is no longer supported by the City • Application must use Active Directory for authentication 4.1 Term of Contract. It is anticipated that the term of any resulting agreement shall be for an initial term of three (3) years, with two (2) potential one-year renewal periods. However, the City reserves the right to negotiate any term deemed to be in its best interest depending on the final equipment and services selected. 5.ANTICIPATED ITN TIMETABLE. The tentative schedule for this solicitation is as follows: ITN Issued March 27, 2023 Pre-Proposal Meeting April 12, 2023 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: 734 886 079# Deadline for Receipt of Questions April 24, 2023 at 5:00 pm ET Responses Due May 11, 2023 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 MIAMI BEACH Phone Conference ID: 257 192 289# 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. Natalia Del•ado 305-673-7000 x26263 NataliaDel•ado• miamibeachfl.•ov dditionally, the City Clerk is to be copied on all communications via e-mail at: RafaelGranado miamibeachfl.•ov: o via facsimile: 786-394-4188 The Proposal 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 0100-5. 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: #734 886 079 Proposers who are participating should send an e-mail to the contact person listed in this ITN expressing their intent to participate. 8. PRE-PROPOSAL INTERPRETATIONS. Oral information or responses to questions received by prospective Proposers are not binding on the City and will be without legal effect, including any information received at pre- submittal meeting or site visit(s). The City by means of Addenda will issue interpretations or written addenda clarifications considered necessary by the City in response to questions. Only questions answered by written addenda will be binding and may supersede terms noted in this solicitation.Addendum will be released through Periscope S2G. Any prospective proposer who has received this ITN by any means other than through Periscope S2G must register immediately with Periscope S2G to assure it receives any addendum issued to this ITN. 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 ITN Timetable section. 9. CONE OF SILENCE.This ITN 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 a(�miamibeachfl.clov 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: MIAMI BEACH 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 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 (FORMERLY 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 support(a,bidsync.com or 800.990.9339, option 1, option 1. MIAMI BEACH 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 anmiamibeachfl.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 MIAMI BEACH SECTION 0200 GENERAL CONDITIONS FORMAL SOLICITATIONS TERMS & CONDITIONS - GOODS AND 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 (dated 10.27.2022), incorporated herein, which may be found at the following link: https://www.miamibeachfl.gov/city-hall/procurement/standard-terms-and-conditions/ Balance of Page Intentionally Left Blank 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@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 (submitted electronically). 2. Failure to comply with the Minimum Eligibility Requirements (if applicable). 3. OMITTED OR ADDITIONAL INFORMATION. Failure to complete and submit the Bid Submittal Questionnaire (submitted electronically) with the bid and by the deadline for submittals shall render a proposal non- responsive. With the exception of the Bid Submittal Questionnaire (completed and submitted electronically), 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. TAB 1 Cover Letter and Table of Contents Cover Letter and Table of Contents.The table of contents should indicate the tabs, sections with tabs, and page numbers to facilitate the evaluation committee's review. The cover letter must be signed by a principal or agent able to bind the firm. TAB 2 Experience and Qualifications MIAMI BEACH 2.1 Qualifications of Proposing Firm. Submit detailed information regarding the relevant experience and proven track record of the firm and/or its principals in providing a similar scope of services. For experience within the last ten(10)years,submit at least two(2)projects demonstrating expertise in working with commercial real estate leases and developers. For each project submitted as evidence of experience for the firm and/or any principal,the following is required: detailed description of the services provided, agency name,agency contact, contact telephone&email, and year(s) and term of engagement. 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 intended for this contract if awarded and the role each team member will play in providing the services detailed herein. For each team member, include a resume that includes, at a minimum, education, certifications, licensure, experience, and any other pertinent information. TAB 3 Approach and Methodology Submit detailed information on the approach and methodology that the Proposer and its team has utilized on previous engagements to accomplish a similar scope of work, including detailed information, as applicable, which addresses, but need not be limited to its approach and methodology to the following areas of work: 3.1.1 Project Planning and Implementation Information 3.1.1.1 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 the City within the required timeline. 3.1.1.2 Include a sample project schedule based on the above project plan. Indicate the significant "milestones" in a project of this nature and magnitude. 3.1.1.3 Include a sample project acceptance criteria list. 3.1.2 Training Information 3.1.2.1 Describe the training program approach for the City. Include in-house training ("Live") and training for new updates/advancements in the proposed platform. 3.1.2.2 Describe all training manuals and formats available. Describe other methods or training available to City users. 3.1.3 Maintenance/Support/Warranty Information 3.1.3.1 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. 3.1.3.2 Indicate how support would be provided (hotline telephone support, email, on-site, helpdesk, etc.). Describe the support escalation process should initial methods of support not adequately address the issue(s). 3.1.3.3 Describe software and services warranty coverage. Provide any available Service Level Agreement(s) ("SLA")for the City's consideration. 3.1.4 Additional/Optional Services 3.1.4.1 Provide detailed information regarding any additional or optional services offered. SECTION 0400 PROPOSAL EVALUATION 1. EVALUATION COMMITTEE. An Evaluation Committee, appointed by the City Manager, may meet to evaluate each Proposal in accordance with the qualitative criteria set forth below. In doing so, the Evaluation Committee may review and score all proposals received, with or without requiring presentations. It is important to note that the Evaluation Committee is advisory only and does not make an award recommendation to the City Manager or the City Commission. The City Manager will utilize the results to take one of the following actions: a. In the event that only one responsive proposal is received, the City Manager, after a determination that the sole responsive proposal materially meets the requirements of the ITN, may,without an evaluation committee, recommend to the City Commission that the Administration enter into negotiations; or b. The City Manager may recommend that the City Commission authorize negotiations or award a contract to one or more firms in accordance with Section 0100, Sub-section 12; or c. The City Manager may Recommend that the City Commission short-list one or more firms for further consideration by the Evaluation Committee; or d. The City Manager may recommend to the City Commission that all firms, if more than one (1) responsive submittal is received, be rejected. 2. PRESENTATIONS BY SHORT-LISTED FIRMS. If a short-listing of firms responding to this ITN is approved, the short-listed firms may be required to make presentations to and be interviewed by the Evaluation Committee. In further considering the short-listed firms,the Evaluation Committee will utilize the criteria set forth in Sub-section 4 below. 3. TECHNICAL ADVISORS. The City, at its discretion, may utilize technical or other advisers to assist the evaluation committee or the City Manager in evaluating proposals. 4. EVALUATION CRITERIA. Responsive, responsible proposals will be evaluated in accordance with the following criteria: Qualitative Criteria Maximum Points Experience and Qualifications of Prime Proposer 60 Approach and Methodology 40 TOTAL AVAILABLE POINTS for Qualitative Criteria 100 Quantitative Criteria Maximum Points Veterans Preference 5 TOTAL AVAILABLE POINTS for Qualitative and Quantitative Criteria 105 5. QUALITATIVE CRITERIA. The Evaluation Committee shall review responsive, responsible proposals and assign points for the qualitative factors only. The Evaluation Committee shall not consider quantitative factors (e.g. veteran's preference) in its review of proposals. 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 Section 0100, Sub-section 12. 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 evaluation criteria. 6. QUANTITATIVE CRITERIA. Procurement Department staff will assign points for the quantitative criteria. Veterans' Preference points will be assigned in accordance with Section 2-374 of the City Code 7. DETERMINATION OF FINAL RANKING. The sum of the evaluation criteria points will be converted to rankings in accordance with the example below: Proposer A Proposer B Proposer C Qualitative Points 82 74 80 Committee Quantitative Points 5 5 0 Member 1 Total 87 79 80 Rank 1 3 2 Qualitative Points 82 85 72 Committee Quantitative Points 5 5 0 Member 2 Total 87 90 72 Rank 1 2 3 Qualitative Points 90 74 66 Committee Quantitative Points 5 5 0 Member 2 Total 95 79 66 Rank 1 2 3 Low Aggregate Score 3 7 8 Final Ranking* 1 2 3 It is important to note that the results of the proposal evaluation process in accordance with Section 0400 does not represent an award recommendation. The City Manager will utilize the results of the proposal evaluation process, and any other information he deems appropriate,to develop an award recommendation to the City Commission,which may differ from the results of the proposal evaluation process and final rankings. Balance of Page Intentionally Left Blank ATTACHMENT C SUNBIZ & PROPOSAL RESPONSE TO ITN DIVISION OF CORPORATIONS DI MON of ,; •org C JJS.�A'rrnonJ nr� Jlrlal Starr al Ftorlrtu wrbrbtr Department of State / Division of Corporations / Search Records / Search by FEI/EIN Number / Detail by FEI/EIN Number Foreign Profit Corporation GCR INC. Filing Information Document Number F09000002546 FEI/EIN Number 72-0852541 Date Filed 06/24/2009 State LA Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 01/15/2013 Event Effective Date NONE Principal Address 3300 WEST ESPLANADE AVENUE SUITE 400 METAIRIE, LA 70002 Changed: 04/26/2021 Mailing Address 3300 WEST ESPLANADE AVENUE SUITE 400 METAIRIE, LA 70002 Changed: 04/26/2021 Registered Agent Name&Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Name Changed: 05/09/2016 Address Changed: 05/09/2016 Officer/Director Detail Name&Address Title Director, CEO AMBURGEY, TOMMY WAYNE, Jr. 3300 WEST ESPLANADE AVENUE SUITE 400 METAIRIE, LA 70002 Title Director, Secretary SNYDER, JAMES C. 8888 KEYSTONE CROSSING SUITE 600 INDIANAPOLIS, IN 46240 Title Chairman, Director FOISY, MICHAEL A. 8888 KEYSTONE CROSSING SUITE 600 INDIANAPOLIS, IN 46240 Title Director BISTRONG, JEFF 3300 WEST ESPLANADE AVENUE SUITE 400 METAIRIE, LA 70002 Title Director GRAND, ROBERT 3300 WEST ESPLANADE AVENUE SUITE 400 METAIRIE, LA 70002 Title President WALSH,TIM 3300 WEST ESPLANADE AVENUE SUITE 400 METAIRIE, LA 70002 Title CFO Sokalski, Dave A. 3300 WEST ESPLANADE AVENUE SUITE 400 METAIRIE, LA 70002 Annual Reports Report Year Filed Date 2021 04/26/2021 2022 04/27/2022 2023 04/23/2023 Document Images 04/23/2023--ANNUAL REPORT View image in PDF format 04/27/2022—ANNUAL REPORT View image in PDF format 04/26/2021—ANNUAL REPORT View image in PDF format 05/01/2020--ANNUAL REPORT View image in PDF format 01/23/2019—ANNUAL REPORT View image in PDF format 03/20/2018—ANNUAL REPORT View image in PDF format 02/15/2017—ANNUAL REPORT View image in PDF format 05/09/2016—Reg,j_iNgent Change View image in PDF format 04/01/2016--ANNUAL REPORT View image in PDF format 06/11/2015—ANNUAL REPORT View image in PDF format 02/19/2014—ANNUAL REPORT View image in PDF format J 01/15/2013--Name Change View image in PDF format J 01/10/2013—REINSTATEMENT View image in PDF format J 06/24/2009—Foreign Profit View image in PDF format Florida Department of Store,D.msion of Corpo etton5 BID SUBMITTAL QUESTIONNAIRE SECTION 1 - BID CERTIFICATION FORM This document is a REQUIRED FORM that must be submitted fully completed and submitted Solicitation No: Solicitation Title: BID NUMBER PROJECT TITLE BIDDER'S NAME GCR Inc.DBA Civic NO.OF YEARS IN BUSINESS 44 NO.OF YEARS IN BUSINESS LOCALLY. NO.OF EMPLOYEES:400 Civix OTHER NAME(S)BIDDER HAS OPERATED UNDER IN THE LAST 10 YEARS.GCR Inc. BIDDER PRIMARY ADDRESS(HEADQUARTERS):3300 W.Esplanade Ave.,Suite 400 CITY:Metairie STATE.LA ZIP CODE.70002 TELEPHONE NO.'.7132066807 TOLL FREE NO..800-259-6192 FAX NO.:504-304-2525 BIDDER LOCAL ADDRESS 3300 W Esplanade CITY'Metairie STATE.LA ZIP CODE:70002 PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT:Spencer Stewart,RPA,CPM ACCOUNT REP TELEPHONE NO. 805-245-9050 ACCOUNT REP TOLL FREE NO:805-245-9050 ACCOUNT REP EMAIL.sstewart@gocivix.com FEDERAL TAX IDENTIFICATION NO 72-0852541 By virtue of submitting a bid, bidder agrees: a) to complete and unconditional acceptance of the terms and conditions of this document and the solicitation, including all addendums specifications, attachments, exhibits, appendices and any other document referenced in the solicitation c) that the bidder has not divulged, discussed, or compared the proposal with other bidders and has not colluded with any other bidder or party to any other bid; d) that bidder acknowledges that all information contained herein is part of the public domain as defined by the State of Florida Sunshine and Public Records Laws; e) if bid is accepted, to execute an appropriate City of Miami Beach document for the purpose of establishing a formal contractual relationship between the bidder and the City of Miami Beach, Florida, for the performance of all requirements to which the bid pertains; and f) that all responses, data and information contained in the bid submittal are true and accurate. The individual named below affirms that s/he: is a principal of the applicant duly authorized to execute this questionnaire, and that the contents of said document(s) are complete, true, and correct to the best of his/her knowledge and belief. Name and Title of Bidder's Authorized Signature of Bidder's Authorized Representative: Representative: Timothy A. Walsh, President Timothy A. Walsh SECTION 2 - ACKNOWLEDGEMENT OF ADDENDUM After issuance of solicitation, the City may release one or more addendum to the solicitation, which may provide additional information to bidders or alter solicitation requirements. The City will strive to reach every bidder having received solicitation through the City's e-procurement system. However, bidders are solely responsible for assuring they have received any and all addendum issued pursuant to solicitation. This Acknowledgement of Addendum section certifies that the bidder has received all addendum released by the City pursuant to this solicitation. Failure to obtain and acknowledge receipt of all addenda may result in proposal disqualification. Enter Initial Enter Initial Enter Initial to to Confirm to Confirm Confirm Receipt Receipt Receipt Addendum 1 Addendum 6 Addendum 11 Addendum 2 Addendum 7 Addendum 12 Addendum 3 Addendum 8 Addendum 13 Addendum 4 Addendum 9 Addendum 14 Addendum 5 Addendum 10 Addendum 15 If additional confirmation of addendum is required, submit under separate cover. SECTION 3 - CONFLICT OF INTEREST All bidders must disclose the name(s) of any officer, director, agent, or immediate family member (spouse, parent, sibling, and child) who is also an employee of the City of Miami Beach. Further, all bidders must disclose the name of any City employee who owns, either directly or indirectly, an interest of ten (10%) percent or more in the bidder entity or any of its affiliates. 1 2 3 4 5 6 :SECTION 4 - FINANCIAL CAPACITY At time of request by the City, bidder shall request that Dun & Bradstreet submit its Supplier Qualifier Report directly to the City, with bid or within three (3) days of request. Bidder shall arrange for Dun & Bradstreet to submit a Supplier Qualification Report (SQR) directly to the City. No proposal will be considered without receipt (when requested), by the City, of the SQR directly from Dun & Bradstreet. The cost of the preparation of the SQR shall be the responsibility of the bidder. The bidder shall request the SQR report from D&B at: https://supplierportal.dnb.com/webapp/wcs/stores/servlet/SupplierPortal? storeld=11696 Bidders are responsible for the accuracy of the information contained in its SQR. It is highly recommended that each bidder review the information contained in its SQR for accuracy prior to submittal to the City and as early as possible in the solicitation process. For assistance with any portion of the SQR submittal process, contact Dun & Bradstreet at 800-424-2495. SECTION 5 - REFERENCES AND PAST PERFORMANCE Project No. BID NUMBER Project Title PROJECT TITLE Bidder shall submit at least three (3) references for whom the bidder has completed work similar in size and nature as the work referenced in solicitation. Bidder may submit additional references as part of its bids submittal. Reference No.1 Firm Name: City and County of San Francisco Contact Individual Name and Title: Kathy Mark, Project Director Address: 710 N McDonnell Rd, San Francisco, CA 94128 Telephone: (650) 821-3371 Contact's Email: Kathy.mark@flysfo.com Narrative on Scope of Services Provided, Project Budget, and Project Dates: Name: City and County of San Francisco Contact: Kathy Mark, Project Director (650) 821-3371, Kathy.markrtlysfo.com Services: Civix implemented PBRM with a GIS System to manage all leases, properties, aeronautical activities, and accounts receivable functions at the airport. Civix also integrated ABRM with the airport's Automated Vehicle Identification (AVI) system. The airport uses these modules: •Agreement/Contact Management •Activity Statistics •Tenant Billing •Accounts Receivable • Space Management • Utilities Billing - The utilities billing system manages thousands of sub-meter accounts throughout the SFO facility which are automatically captured via a mobile device and centralized for pro-ration to the tenants. Length of Time: 2007 - Present We do not disclose clients' budget information. Reference No.2 Firm Name: Hartsfield-Jackson Atlanta International Airport Contact Individual Name and Title: Nidia Farnum, Director of Revenue, Department of Finance Address: 6000 N. Terminal Parkway, Atlanta, GA 30320 Telephone: 404-382-2375 Contact's Email: nidia.farnum@atlanta-airport.com Narrative on Scope of Services Provided, Project Budget, and Project Dates: In 2018,ATL began the search for a robust lease management and financial management system able to handle the demands of the busiest airport in the world, replacing their existing but outdated Amadeus PropWorks system. After working on the project for several years, ATL selected Civix's ABRM system as its platform for the future. Our implementation began in early 2022 and was completed in the fall. ATL's ABRM module mix includes Billing, Space, AR and multiple points of one- and two-way integrations. Reference No.3 Firm Name: Spokane International Airport Contact Individual Name and Title: Charlie Pflieger Address: 9000 W Airport Drive, Spokane, WA 99224 Telephone: 509-455-6411( Contact's Email: charliep@spokaneairports.net Narrative on Scope of Services Provided, Project Budget, and Project Dates: Civix has worked with Spokane for more than 11 years, most recently we upgraded the current ABRM system to ABRM for lease and revenue management at the Spokane International Airport. ABRM is a comprehensive property management, billing, revenue management and GIS solution that manages leases, properties, aeronautical activities, and accounts receivable functions at an airport. ABRM serves as a foundational platform which includes various integration points to other systems in use at an airport. The following modules are in use at the airport: •Agreement/Contact Management •Activity Statistics •Tenant Billing •Accounts Receivable • Space Management SECTION 6 — SUSPENSION, DEBARMENT, OR CONTRACT CANCELLATION Has bidder ever been debarred, suspended or other legal violation, or had a contract cancelled due to non-performance by any public sector agency? YES NO If answer to above is "YES," bidder shall submit a statement detailing the reasons that led to action(s): LG I ION 7 - SMALL AND DiSADVAN IAGLIU bUSINL CERTIFICATION Pursuant to Resolution 2020-31519, the City is tracking the Small and Disadvantaged Businesses, as certified by Miami-Dade County that have been certified as Small or Disadvantaged Business by Miami-Dade County. Does bidder possess Small or Disadvantaged Business certification by Miami-Dade County? 11 YES a NO ECTION 8 - LGBT BUSINESS ENTERPRISE CERTIFICATION Pursuant to Resolution 2020-31342, the City is tracking the utilization of LGBT owned firms that have been certified as an LGBT Business Enterprise by the National Gay and Lesbian Chamber of Commerce (NGLCC). Does bidder possess LGBT Business Enterprise Certification by the NGLCC? (] YES er NO • SECTION 9 - BYRD ANTI-LOBBYING AMENDMENT CERTIFICATION FORM APPENDIX A, 44 C.F.R. PART 18 — CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned Contractor certifies, to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. By virtue of submitting bid, bidder certifies or affirms its compliance with the Byrd Anti-Lobbying Amendment Certification. Name and Title of Bidder's Authorized Signature of Bidder 's Authorized Representative: Representative: Timothy A. Walsh, President Timothy SECTION 10 - SUSPENSION AND DEBARMENT CERTIFICATION The Contractor acknowledges that: (1) This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the City. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions." By virtue of submitting bid, bidder certifies or affirms its compliance with the Suspension and Debarment Certification. Name and Title of Bidder's Authorized Signature of Bidder's Authorized Representative: Representative: Timothy A. Walsh, President Timothy A. Walsh SECTION 11 CONE OF SILENCE Pursuant to Section 2-486 of the City Code, all procurement solicitations once advertised and until an award recommendation has been forwarded to the City Commission by the City Manager are under the "Cone of Silence." The Cone of Silence ordinance is available at https://library.municode.com/fl/miami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV4PR 52-486COSI Any communication or inquiry in reference to this solicitation with any City employee or City official is strictly prohibited with the of exception communications with the Procurement Director, or his/her administrative staff responsible for administering the procurement process for this solicitation providing said communication is limited to matters of process or procedure regarding the solicitation. Communications regarding this solicitation are to be submitted in writing to the Procurement Contact named herein with a copy to the City Clerk at rafaelgranado@miamibeachfl.gov . By virtue of submitting bid, bidder certifies that it is in compliance with the Cone of Silence Ordinance, pursuant to Section 2-486 of the City Code. SECTION 12 CODE OF BUSINESS ETHICS Pursuant to City Resolution No.2000-23789, the Bidder shall adopt a Code of Business Ethics prior to executing a contract with the City. The Code of Business Ethics shall be submitted to the Procurement Department with its response or within three (3) days of request by the City. The Code shall, at a minimum, require the Bidder, to comply with all applicable governmental rules and regulations including, among others, the conflict of interest, lobbying and ethics provision of the City Code. In lieu of submitting Code of Business Ethics, bidder may indicate that it will adopt, as required in the ordinance, the City of Miami Beach Code of Ethics, available at http://www.miamibeachfl.gov/city_ hall/procurement/procurement-related-ordinance-and-procedures/ Bidder will submit firm's Code of Business Ethics within three (3) days of request by the City? YES NO Bidder adopts the City of Miami Beach Code of Business Ethics? Q YES Q NO SECTION 13 - LOBBYIST REGISTRATION & CAMPAIGN f"' NTRIBUTION REQUIREMENTS This solicitation is subject to, and all bidders are expected to be or become familiar with, all City lobbyist laws, including lobbyist registration requirements and prohibition on campaign contributions, including: • Lobbyist Registration Requirements sections 2-397 through 2-485.3 of City Code (https://library.municode.com/fl/miami beach/codes/code_of_ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV3LO) • Campaign Contribution Requirements sections 2-487 and 2-488 of City Code (https://library.municode.com/fl/miami_beach/codes/code_of_ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV5CAFIRE) By virtue of submitting bid, bidder certifies or affirms that they have read and understand the above Lobbyist Registration & Campaign Contribution Requirements. SECTION 14 — NON-DISCRIMINATION The Non-Discrimination ordinance is available at: https://library.municode.com/fl/miami_beach/codes/code_of_ordinances? nodeld=SPAGEOR CH2AD ARTVIPR DIV3COPR S2-375NSCCOREWA By virtue of submitting bid, bidder agrees it is and shall remain in full compliance with Section 2-375 of the City of Miami Beach City Code. SECTION 15 - FAIR CHANCE REQUIREMENT The Fair Chance Ordinance No. 2016-4012 is available at: https://library.municode.com/fl/miami_beach/codes/code_of_ordinances? nodeld=SPAGEORCH62HUREARTVFACHOR By virtue of submitting bid, bidder certifies that it has adopted policies, practices and standards consistent with the City's Fair Chance Ordinance. Bidder agrees to provide the City with supporting documentation evidencing its compliance upon request. Bidder further agrees that any breach of the representations made herein shall constitute a material breach of contract, and shall entitle the City to the immediate termination for cause of the agreement, in addition to any damages that may be available at law and in equity. SECTION 15 — PUBLIC ENTITY CRIMES Please refer to Section 287.133(2)(a), Florida Statutes, available at: https://www.flsenate.gov/Laws/Statutes/2012/287.133 By virtue of submitting bid, bidder agrees with the requirements of Section 287.133, Florida Statutes, and certifies it has not been placed on convicted vendor list. SECTION 17 — VETERAN BUSINESS ENTERPRISES PREFERENCE Pursuant to City of Miami Beach Ordinance No. 2011- 3748, https://library.municode.com/fl/miami_beach/codes/code_of_ordinances? nodeld=SPAGEOR_CH2AD ARTVIPRDIV3COPR S2- 374PRPRPRVECOGOCOSE the City shall give a preference to a responsive and responsible bidder which is a small business concern owned and controlled by a veteran(s) or which is a service-disabled veteran business enterprise, and which is within five percent (5%) of the lowest and best bidder, by providing such bidder an opportunity of providing said goods or contractual services for the lowest responsive bid amount. Whenever, as a result of the foregoing preference, the adjusted prices of two (2) or more bidders which are a small business concern owned and controlled by a veteran(s) or a service-disabled veteran business enterprise constitute the lowest bid pursuant to an ITB, RFP, RFQ, ITN or oral or written request for quotation, and such bids are responsive, responsible and otherwise equal with respect to quality and service, then the award shall be made to the service-disabled veteran business enterprise. Is the bidder a service-disabled veteran business enterprise certified by the State of Florida? YES NO Is the bidder a service-disabled veteran business enterprise certified by the United States Federal Government? YES p NO SECTION 18 - EQUAL BENEFITS FOR EMPLOYEES WITH SPOUSES AND EMPLOYEES WITH DOMESTIC PARTNERS When awarding competitively solicited contracts valued at over $100,000 whose contractors maintain 51 or more full time employees on their payrolls during 20 or more calendar work weeks, the Equal Benefits for Domestic Partners Ordinance 2005-3494 requires certain contractors doing business with the City of Miami Beach, who are awarded a contract pursuant to competitive bids, to provide "Equal Benefits" to their employees with domestic partners, as they provide to employees with spouses. The Ordinance applies to all employees of a Contractor who work within the City limits of the City of Miami Beach, Florida; and the Contractor's employees located in the United States, but outside of the City of Miami Beach limits, who are directly performing work on the contract within the City of Miami Beach. Does bidder provide or offer access to any benefits to employees with spouses or to spouses of employees? YES O NO Does bidder provide or offer access to any benefits to employees with (same or opposite sex) domestic partners or to domestic partners of employees? YES NO Please check all benefits that apply to your answers above and list in the "other" section any additional benefits not already specified. Note: some benefits are provided to employees because they have a spouse or domestic partner, such as bereavement leave; other benefits are provided directly to the spouse or domestic partner, such as medical insurance. Bidder Provides for Bidder Provides for Bidder does not BENEFIT Employees with Employees with Provide Benefit Spouses Domestic Partners Health Yes Yes Sick Leave Employee only; Employee only; coverage can be coverage can be used to assist used to assist spouse domestic partner Family Medical Leave Employee only; Employee only; coverage can be coverage can be used to assist used to assist spouse domestic partner Bereavement Leave Flex PTO Flex PTO If Bidders cannot offer a benefit to domestic partners because of reasons outside your control, (e.g., there are no insurance providers in your area willing to offer domestic partner coverage) you may be eligible for Reasonable Measures compliance. To comply on this basis, you must agree to pay a cash equivalent and submit a completed Reasonable Measures Application with all necessary documentation. Your Reasonable Measures Application will be reviewed for consideration by the City Manager, or his designee. Approval is not guaranteed and the City Manager's decision is final. Further information on the Equal Benefits requirement is available at http://www.miamibeachfl.gov/city-hall/procurement/procurement-related-ordinance-and- procedures/ SECTION 19 — MORATORIUM ON TRAVEL TO AND THE PURCHASE OF GOODS OR SERVICES FROM MISSISSIPPI Pursuant to Resolution 2016-29375, the City of Miami Beach, Florida prohibits the purchase of goods or services sourced in Mississippi. Are any of the products for which the applicant is seeking to be prequalified sourced in Mississippi? YES NO If yes, explain. civix May 11, 2023 Real Estate Management Software RESPONSE TO INVITATION TO NEGOTIATE 2023-217-ND Tab 1 Cover Letter and Table of Contents PROPOSAL CONTACT SUBMITTED BY Spencer Stewart Timothy A. Walsh Civix Vice President, Sales President 3300 W. Esplanade Ave., Suite 400 sstewart@GoCivix.com twalsh@GoCivix.com Metairie, LA 70002 805-245-9050 504-754-0048 www.GoCivix.com City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Tab 1. Cover Letter and Table of Contents Civix 13300 W.Esplanade Ave., Ste 400 Metairie, La 70002 I GoCivix.com 1 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Cover Letter May 11, 2023 Natalia Delgado, Procurement Contact and Rafael Granado, City Clerk City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Dear Ms. Delgado and Mr. Granado: GCR Inc., DBA Civix (Civix), a public sector software firm, is pleased to respond to the City of Miami Beach's (City) ITN for Real Estate Management Software. To meet the City's needs, we are proposing our lease management solution, Public Business & Revenue Manager (PBRM). Additionally and to respond to the City's specific requirements with the assumption they will be included in the final scope, we will be deploying a number of fully integrated modules, detailed further in our response. There are three things we'd want to make sure the City takes away from our response, which our clients say help make us a bit unique: 1. For 40 years and across 50+ public clients, Civix has had a singular specialized focus: Public sector real estate management software. It's what we do. 2. PBRM is built for scale: From a small airport (Palm Beach International with 5 users) to a large state (State of Oklahoma with 15,000 agreements) and everything in between, Miami's 70-80 agreements and 6-10 users falls well inside our proven capabilities. 3. We're qualified: Large enough to easily handle Miami's deployment, yet nimble enough to bring a flexible deployment that combines the City's workflow and best practices. 4. Deep integration experience across 25 currently support platforms, including one of our closer partnerships with Tyler Technologies, most recently at the City of Santa Barbara, Jackson Municipal Airport and Grand Rapids Airport Authority. We have a proven and demonstrable record of successful implementations with agencies similar to the City. Our Go-Lives are on time and on budget, supported by a top-notch team of accounting and project management professionals. Our response describes how PBRM meets — and exceeds - the City's lease accounting management requirements, both now and into the future. We appreciate the opportunity to submit this response, and look forward to becoming a trusted partner for the City. For a detailed listing of Civix's capabilities and experience, please visit Civix Lease Management. Sincerely, Timothy A. Walsh Spencer Stewart President Vice President, Sales 504-754-0048 805-245-9050 twalsh@GoCivix.com sstewart@GoCivix.com Civix ( 3300 W.Esplanade Ave., Ste 400 Metairie, La 70002 I GoCivix.com 2 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Table of Contents Tab 1.Cover Letter and Table of Contents 1 Cover Letter 2 Table of Contents 3 Tab 2.Experience and Qualifications 2 2.1 Qualifications of Proposing Firm 2 2.2 Qualifications of Proposer Team 17 Tab 3.Approach and Methodology 27 3.1.1 Project Planning and Implementation Information 27 3.1.3 Maintenance/Support/Warranty Information 36 3.1.4 Additional/Optional Services 39 Appendix 1. Sample SLA 41 Civix l 3300 W.Esplanade Ave., Ste 400 Metairie, La 70002 I GoCivix.com 3 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Tab 2. Experience and Qualifications 2.1 Qualifications of Proposing Firm For more than four decades, Civix has provided effective, innovative solutions for public sector agencies. As you can imagine, our products and services have evolved and matured by teams of not only software developers, but by individuals with significant field experience, as well as by continuous feedback and input from those we serve. This combination allows us to provide highly functional state-of-the-art platforms to support the missions and specialized daily operations of our clients. Our lease management clients includes cities, states, and other agencies tasked with the property management and revenue generation of their assets. Recent PBRM implementations include the City of Atlanta, State of West Virginia's Department of Education across 65 Local Education Agencies; the State of Oklahoma, Office of Management & Enterprise Services to manage 15,000 leases, and the States of Illinois, Nevada, and Kansas. A sampling of our public sector clients includes these agencies: • City of Albuquerque • Palm Beach County • Greater Orlando Aviation Authority • City of Amarillo • Aspen-Pitkin County • Des Moines Airport Authority • City of Atlanta • Brown County • Dublin Airport Authority • City of Austin • Kent County • Federal Airports Authority of Nigeria • City of Baton Rouge • Kenton County • Federal Aviation Administration • City of Cleveland • Memphis-Shelby County • Ghana Airports Company Limited • City of Fort Lauderdale • Milwaukee County • Greater Asheville Regional Airport • City of Fresno • Monroe County Authority • City of Houston • Nashville and Davidson County • Gulfport-Biloxi Regional Airport • City of Kansas City. • Orange County Authority • City of La Crosse • San Diego County • Hurghada International Airport,Egypt • City&Parish of Lafayette • Sonoma County • Jackson Municipal Airport Authority • City of Little Rock St.Joseph County • Lehigh-Northampton Airport • City of Louisville Authority • City of Manchester • State of Alaska DOT • Los Angeles World Airports • City of Melbourne • State of California • Louisville Regional Airport • City of Mobile • State of Louisiana • Metropolitan Airports Commission • City of New Orleans • State of Maryland • Piedmont Triad Airport Authority • City of Outagamie County • State of Massachusetts • Port Authority of New York&New • City of Pensacola • State of Michigan Jersey • City of Prospect Heights/Village of • State of Missouri • Raleigh-Durham Airport Authority Wheeling • State of New Hampshire • Reno-Tahoe Airport Authority • City of Raleigh-Durham • State of New Jersey • Rhode Island Airport Corporation • City and County of San Francisco • State of New Mexico • Richland-Lexington Airport District • City of Santa Barbara • State of New York State • Riverside County Airport Land Use • City of Savannah • State of Omaha Commission • City of Scottsdale • State of Oregon • RMI Ports Authority • City of Shreveport • State of Utah • TAV Airports Holding • City and County of Spokane • State of Virginia • City of Syracuse • State of Wisconsin • City of Tucson • City of Tulsa ( cuvix 2 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Statement of Work Qualifications Civix has responded to each item in the City's SOW regarding Software Specifications and Key Functional Activities; these responses are followed by a narrative detailing PBRM's functionality. Item PBRM Comments Functionality Software Specifications City employees will authenticate Civix has experience and will provide a single sign-on through Active Directory(AD) (550)to perform a validation of the users in Active Directory for authentication.Roles and permissions for the users are located within the application database.Civix's PBRM application uses a security utility that connects via a RESTful service over SSL to the client DMZ IIS server which then uses the read- only AD for username validation and authentication. Tool administrator will define the Standard;authorizations range from full access to read- Authorization Matrix to determine only. the user access roles • Role 1:Administrator,full access,ability to define roles within the tool • Role 2: Read-only access • Role 3:Add,Update and Delete access Email notification to be sent from Standard;PBRM's user-friendly Home/Landing page tool includes two areas of functionality:Alerts and Notifications.Alerts are all date driven reminders,set up by users,that can include areas for payment due dates,lease expirations,option reminders,insurance expirations and the like. Notifications are those actions performed by others,for which a given user may need to be kept aware. Examples include any lease modification, NPV change,renewal dates or terminations or contact addition.Our users consistently applaud the functionality of the home page,as they have immediate access to these critical data elements immediately upon logging in. Must be able to track rent Standard lessor balance sheet reports include lease (receivables)payments online receivables. Able to manage payables, �( Civix integrated PBRM system was designed to be a receivables, and general ledger /� subledger to our clients'general ledger system.As such, functions within the system functionality includes invoicing/billing, receivables/ payments,payment portal,and JE export to the GL. However,AP is not an included function. Able to integrate with Munis Civix has experience completing a number of integrations (finance system). Must be able to with various flavors of Tyler's products including Munis. create CSV/Excel file formats, We've had a long-standing partnership with Tyler and which will be used as an import have responded to multiple RFPs with Tyler acting in the into the Munis ERP—Finance capacity of GL integration partner,so is a known entity. CIVIX 3 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Item PBRM Comments Functionality System.CSV/Excel files created in Munis must be able to be imported into the vendor solution. Track documents'expiration dates PBRM tracks and provides notifications for expiration dates and many other dates. Audit Log to track tenant profile PBRM provides full audit traceability.Audit trails apply to changes operating,application,and database systems.Users and roles are tracked and reviewed and failed logon attempts are logged.Sensitive transactions and changes are logged and an audit trail created.Audit trails contain which user made the change,when it was made,and what was changed.Only the security administrator has access to change or delete these logs or audit trails.Audit trails are available for review by the security administrator and designated stakeholders. Reporting capabilities PBRM is delivered with predefined analyses,dashboards, and reports.Our tool also provides the ability to perform ad hoc queries directly from transactional tables. Drag and drop functionality to build the report layout,and immediately run the report to obtain real time results.In the event the City wants to create its own reports,PBRM includes an ad hoc reporting tool which allows users to create custom reports by directly hitting the client's PBRM database,with a front-end,user-centric interface. Report export options include formats such as PDF, Excel or Word. Able to see every City Asset Our standard hierarchy of asset types include System, property—vacant,leasable,or not Campus,Property,Building,and Space(suite/unit). (vacant lots,parking lots,parks, Attributes of each level can be defined discretely to embankments)everything has a include occupied,vacant,leasable,common area/non- folio and needs to be tracked in leasable,type,etc. the new system Key Functional Activities General System Functionality Vendor-supported COTS PBRM is a user-friendly solution to capture all City leases (Commercial off-the-shelf) including real property,vehicles,and equipment. PBRM is solution currently in use at more than 60 public agencies nationwide,ranging in size from small cities to state-wide agencies. COTS vendor must be able to Following final conformed and signed agreement,we will provide the City data file schema provide this information as appropriate when requested. for data being stored Email notifications internally Standard functionality. within the City and externally to the lessee COTS solution will export PBRM it easy to export data.Export options include PDF, receivables into MUNIS to create XML,Excel,Word,TIF(TIFF),and CSV formats. statements to be mailed to the tenant. • CIVIX 4 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Item PBRM Comments Functionality COTS solution must be able to With a properly configured import file,data can be import payment information from V imported per detailed specification TBD. the MUNIS ERP system into the new solution Must be able to see a lessee audit PBRM provides full audit traceability.Audit trails apply to log tracking of all adds and operating,application,and database systems. Users and updates to a client's record roles are tracked and reviewed,and failed logon attempts are logged.Sensitive transactions and changes are logged and an audit trail created.Audit trails contain which user made the change,when it was made,and what was changed. System must have an Entry PBRM's core workflow includes a new lease data entry Section screen. System must be able to track the PBRM's Agreement&Company Management module following: provides contact management functionality.Contacts can • Multiple business owners, have functional responsibilities, multiple email addresses, business managers,tenant and unlimited addresses and phone numbers. Customer business managers, and legal contact data is fully integrated with the billing process, contact names thereby simplifying the task of distributing invoices to tenants.Customer contact information facilitates sending emails and tenant letters covering a wide range of topics to the appropriate groups of tenants. System must assign a tenant Comply number to the tenant profile Must be able to track rent Civix's Tenant Portal module allows your customers to (receivables)payments online access their invoice records and pay outstanding amounts online,while maintaining PCI DSS compliance.These payments are then automatically recorded in the Accounts Receivable module.Tenants can perform the following tasks: • Validate all open charges • Pay outstanding invoices online • Enter monthly sales figures(used to calculate percentage rents) • Update tenant contact information System must produce a sales Staff can maintain information related to revenue and report for revenue-generating V non-revenue lease provision details,amendments, billing lessees i.e. restaurants, beauty rates and billing rules, insurance and surety compliance salons,and retail information,and contact management. space. Must be able to track escalations, Standard functionality. expirations,and any other deliverables systematically All changes at the account level PBRM provides full audit traceability.Audit trails apply to must be systematically tracked in operating, application,and database systems. Users and the lessee's audit log roles are tracked and reviewed and failed logon attempts are logged.Sensitive transactions and changes are logged and an audit trail created.Audit trails contain which user made the change,when it was made, and what was changed.Only the security administrator has access to ( CIVIX 5 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Item PBRM Comments Functionality change or delete these logs or audit trails.Audit trails are available for review by the security administrator and designated stakeholders. Must be able to see the sales Core functionality of our Tenant Portal module,included reported,by the tenant,to the in our response. City New system must support images, PBRM allows users to include notes,comments, photos, PDF,Word,Excel and attachments(e.g.files,photos,videos,PDFs,etc.) attachments,lease file amendments,and commission actions(commission memos and resolutions). Commercial Real Estate Properties Must be Sortable Must be able to filter and display A ore feature of PBRM is the introduction of attributes, City commercial properties by: which include all of those mentioned and more,with the o All City of Miami Beach-owned primary purpose of slicing and dicing for reporting properties purposes. o City of Miami Beach properties actively rented/leased o City of Miami Beach properties available to be rented/leased o Non-City of Miami Beach properties that are rented/leased to the City of Miami Beach o City of Miami Beach-owned properties that are occupied by the City of Miami Beach Insurance Policies Insurance requirements must be PBRM tracks insurance requirements and expirations,and tracked systematically more. Must be able to attach certificates Standard. of insurance to a client's profile Should be able to email insurance Yes,via the PBRM Letter Management and Letter requirements to the a third-party Processor functionality. Must be able to track insurance Standard functionality. policy dates of expiration Must be able to report on leases PBRM includes a plethora of standard reports with and insurance details examples including"Agreement Insurance Compliance Report,""Agreement Insurance Report,"and"Insurance Expiration." Lease Agreements Must be able to track dates of PBRM can track expirations by various data fields and expiration for lease agreements notify a distribution list of personnel. Must be able to attach a copy of Standard;you can attach a copy of lease agreements as the lease agreement to the tenant well as other documents and documentation. profile Must have a system validation; Our standard approach to this requirement is to run a every lease must have insurance specific report to identify leases without insurance or that • girCIVIX 6 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Item PBRM Comments Functionality are under-insured. More discovery is needed to see if this requires a modification. CMB Facilities and Fleet Notifications to individuals,groups or roles happen both Management department team through email and via the PBRM dashboard. members must be notified by an email generated by the commercial real estate tool of leases about to expire. • Lease expiry notification is internal only—must not be sent to the leaseholder • Must be able to report on PBRM's Lease Expiration Report is at the center of our expiring leases platform,one of many standard reports. Accounting Must be able to manage payables, PBRM's Revenue Management module combines the receivables,and general ledger billing of leases and operating agreements,tracking of functions systematically revenue,accounts receivable,and real-time reporting and analytics.On the other side of the ledger,Civix's Accounts Receivable(A/R)Management module houses the tools for the collection of amounts owed to the City and the recordation of the payments received,providing a complete picture of customer accounts in real-time.The PBRM suites does not include payable functionality. Must be able to view accounts Fully comply.See above for details. receivable—rent payment history at the tenant level Lessee must report sales to the Standard terms of percent rent leases,which is included CMB,the frequency of the sales in standard PBRM functionality set. reported is to be determined by the CMB Facilities and Fleet Management department Must be able to track rent Standard functionality. (receivables)payments online Invoices must not be created in This unique configuration can be accommodated during the COTS solution—to prevent any the implementation process. duplication of billing and invoices Must be able to see tenant Standard functionality; PBRM's Accounts Receivable accounts receivable(rent Management module allows you to see payment and payments)history for each tenant transactional history,among other features.See above for details. The City determines the frequency Standard configuration option. of the sales being reported. Payment summaries and Standard,via PBRM's Accounts Receivable module, outstanding receivables must be including aged receivables. reportable Accounting MUNIS ERP • CIVIX 7 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Item PBRM Comments Functionality New system must calculate the PBRM's core functionality performs all standard,and final invoice amount to be above-standard degrees of lease calculation difficulty for imported into Munis export to Munis. New system must integrate with Civix has a long-standing relationship with Tyler MUNIS ERP for final invoicing Technologies and has completed a number of o Must be able to create billing integrations with MUNIS ERP. statements in the CMB Munis ERP The PBRM Billing&Invoicing Management module system includes all the tools for accurate billing of tenants, concessions,and other entities who have a business relationship with the City. New system and Munis ERP As the City's book of record,PBRM possesses the single system must reflect the same version of the truth for revenue and payments. payment information New system must have the Standard,proven functionality. capability to import a payment file exported from Munis o New tool must contain payment information for reporting and emailing to the tenant System must be able to display With the understanding that this question is about AR financial information contained in payment into Munis to be reflected in PBRM,this can be Munis accomplished through a custom import. • Reconciled payments must be exported from Munis to the new tool Real Estate Inventory Leases of buildings/office space PBRM is a complete lease management solution,used by occupied by the CMB must be more than 60 public sector agencies nationwide;clients stored and be editable in the new include cities,states,and other agencies tasked with the system property management and revenue generation of their assets. Must be able to view leased, Standard reports include: available for lease,and vacant • Space Leased CMB commercial properties • Space Available • Square Footage by Vacant Summary When a tenant leaves property— Standard functionality. property must be put back into the available inventory Every City asset—vacant,leasable, Standard functionality.See above'attributes'comment or not(vacant lots,parking lots, for further details. parks,embankments)everything has a folio and needs to be tracked in the new system Must be able to report on CMB Standard functionality and reporting metric. commercial properties available to be leased Email Communications Must be able to email statements Standard functionality. to the leaseholders `j CIVIX 8 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Item PBRM Comments Functionality Must be able to email the Standard functionality,the letter template of which is insurance request to leaseholder created uniquely for the City during implementation. Must be able to send automated Standard functionality as a part of PBRM's Alerts and email notifications of lease Notifications dashboard. expiration dates to internal users only Must be able to create and send There are free text comment sections within the Activity customized messages from the Portal provision grid as well as for Contact Management tenant profile change requests.The Activity Portal allows both City Users and Tenant Portal Users to communicate back and forth between the systems via comments and automated emails/in-app notifications when activity is submitted. For Contact Management,any time a contact is edited or added,a free text comment sections is appended to the request being submitted. Rent Roll Reports for Portfolio Shall contain: In various ways,and sometimes in multiple formats,we • Contact Columns: comply with this section through our standard report • Rent Increases and Dates of folio as well as our Ad Hoc Reporting Tool. increases • Percentage Rent • Expired leases • Outstanding receivables reports by selected time periods • Payment summaries • Sales—by date ranges,sales dollar amounts/sq foot • Entry section sales report o Report must show the sales, reported to the City,generated by the tenant •Tenants with security deposits •Aged receivables-historical rental information o Munis ERP can produce an aging report for payment history o New system must be able to produce an aging report for payment history • Leases and insurance details • City commercial real estate available to be leased • COTS or in-house development must be accessible in both Edge and Chrome browsers. • IE—Internet Explorer is no longer supported by the City •Application must use Active Directory for authentication ( cuvux 9 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 PBRM Lease Management Solution Qualifications and Functionality Public Business & Revenue Manager (PBRM) PBRM is a broad application providing a range of functionality from core financial processes to the facilitation of data-driven executive decisions. PBRM helps determine revenue streams, ensure accurate billing, reduce inefficiencies, and automate data exchanges. It links leases to their related financial impact, offering a true view of City operations. This enterprise business management application establishes and manages nearly all aspects of the lessor and lessee management cycle — from maintenance revenue flows to contract management and billing. The dynamic system allows you to pinpoint the most effective means to manage, track and generate revenue — in real time. It provides out-of-the-box functionality while also allowing for configurations to meet the City's specific needs. PBRM STANDARD REPORTS • PBRM Checklist • Agreement Provisions Rates • Insurance Expiration • Agreement Abstract and Billing Rules Edit • Misc. GL Accounts • Agreement Alerts • Agreement Rate Scale • Misc. Rent Roll • Agreement • Agreement Rates Summary • Provision Type Revenue Amendments • Agreement Revenue Analysis Analysis Report Sample • Agreement Billing Rules • Agreement Staff Assignments • Space Available Summary • Agreement Types • Space Leased • Agreement Entity • Concession Statistics History • Square Footage by Agreements • Contact Address Roster Agreement • Agreement Insurance • Contact Company List • Square Footage by Compliance • Contact Mail Labels Vacant Space Type • Agreement Insurance • GL Account Analysis Report • Square Footage Vacant • Agreement Minimum Sample Summary Guaranty Group PBRM Modules Agreement & Company Management Agreement & Company Management module enables your staff to administer all aspects of your relationships with411) entities that do business with Miami Beach. Most often this relationship is defined by a lease. The module enables your AGREEMENT staff to maintain information related to revenue and non- a COMPANY revenue lease provision details, amendments, billing rates and MANAGEMENT billing rules, insurance and surety compliance information, • Property and lease management contact management, and more. Features include: • Expedited search capability • Use intuitive search features to find agreements and • Easy agreement creation maintain related information. • Unlimited provisions • Inflation indices • A comprehensive set of Action Item buttons simplify data • Rate scales and Minimum Annual maintenance the Agreement Management lead page. Guarantee calculations • Activity and date-driven alerts • Creating multiple agreements for the same tenant • Master document repository company or individual makes association of agreements • Contact and communication with the responsible legal entity an efficient means of management maintaining this relationship. ` CIVIX 10 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 • Efficiently create new agreements using the copy feature. Agreements can be created from templates from like agreements, or from model agreements that already exist in the system. • Create an unlimited number of agreement provisions. Revenue agreement provisions are associated with rates and billing rules, and users easily apply taxes, premium charges or discounts to the calculated billing amounts. The integrated association of provisions with rates and billing rules simplifies the billing process and makes for the most accurate and efficient method for invoicing, resulting in fewer items that need revision after invoices are produced. • Provision rates can be automatically adjusted by inflation indices, meaning that agreement administrators need not have separate tickler files as reminders of when inflation rate adjustments are due. • Use of global rates means that when your rates and charges schedule is adopted, users need only change the global rate to "push" the new rate to all provisions using that rate. This process greatly reduces the effort needed to adopt new rates for revenue provisions Key Agreement & Company Management features include: • Event and Expiration Alerting and "To Do" Lists: Facility managers can review tasks for events that may occur during the life of an agreement, such as approving rate changes and adding provisions to an agreement. These users can receive alerts on critical dates for agreements such as expiration, options exercise, rate change and insurance expiration dates. • Document Access: Access to numerous types of electronic files without having to search through multiple directories. Lease agreement documents, photos, spreadsheets, recorded video and other type of files are accessed through a single click in PBRM. • Customer Contacts: An easy way to efficiently organize contact data for tenant and other associated business contacts. Contacts can have functional responsibilities, multiple email addresses, and unlimited addresses and phone numbers. Contacts are fully integrated with the billing process, thereby simplifying the task of distributing invoices to tenants. • Tenant Communications Management: Letter Management functionality creates letters with information from PBRM, such as insurance expiration information and rate change information, to all tenant and facility business contacts required to receive those communications. These letters can be generated for specific tenants and contacts on a mass basis from within the Agreement & Company Management. Gcuvix 11 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 *—.... I s I ara••+a•as•aa 9 O ..,.........+ *a Mery [Arta•Igam. • ,a.a...ea cocas. c..... M.. .n.. • Y s am,a .•...Cale..c.w.... ■ ..aas WNW;Osamu b. .e.. Batt WT. _• ■ ...care Co NW..Cat.% Mt.. AM. $ . •: muss. r..a ■ na... Mans. . .a.. Mayo • Y $ • N...C. N.....f.. b!» Ad.. • Y s • 0,7115. Nam c...,...m,a.nr. • ....Inns.s.s.an.. Mayo 4.yo • a $ I - Agreement Master Listing — Filtered by "Entity" Billing & Invoicing Management PBRM Billing & Invoicing Management encompasses the recordation of revenues and the accurate billing of entities who have a business relationship with the City. The0 collection of those revenue is handled by the fully integrated Accounts Receivable (A/R) module. There are both simple and complex calculations related to the INVOICING NG accurate revenue calculations and billings but the PBRM MANAGEMENT Billing & Invoicing Management module organizes and • Full integration with Agreement simplifies these tasks and provides an efficient engine for and Customer Management the invoicing. The invoicing engine provides for all types of module. This "enter once-use in calculations, including: multiple functions"concept is employed throughout PBRM. • Fixed flat amounts • Easy to understand billing wizard to guide users through processing • Simple rate time quantity invoices for items such as fixed rents and all types of variable • Joint use invoicing that automatically allocates amounts billing provisions charged to each tenant based on a statistical measure • Percent of revenue calculations that take into account advance minimum annual guarantee calculations Other features include: • Billing processing can integrate with your financial accounting or ERP system so users never need to create manual journal entries to record billing revenue. • PBRM Billing records both the activity period and the general ledger period for the transaction. Both types of reporting will be accurate for the appropriate month meaning you will not have to keep a separate set of data for statistical reporting. • Invoices can be printed and mailed, or sent as an email attachment. • Accommodates manual invoices for non-standard invoices, providing easy one-off billing. `j 12 CIVIX City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 • Straight forward, easy to follow functionality for correcting invoices and accurately recording the results of the correction in the tenant account records and the financial general ledger. • Standard revenue analysis reports using data created through the various billing processes provide management with an accurate picture of revenue creation. • Provides flexible calculation of finance charges for late payment. • Deploys rate scales for complex revenue calculations. Accounts Receivable Management This module houses the tools for collection of amounts owed and recordation of payments received, providing a complete picture of customer accounts in real-time. The A/R Management module offers a complete selection of reports for analytical and other reporting purposes. Features include: • A/R Management is a one-stop manager for recording cash ACCOUNTS receipts for invoice payments, advance payments from RECEIVABLE tenants, or any miscellaneous type of cash receipt. MANAGEMENT • A/R and payment processing can integrate with your financial accounting or ERP system so users never need to • Intercompany accounting create manual journal entries to record the collection of • Multiple invoices,partial- payments. application and affiliated company receipting • Payments can be received through the PBRM integrated • Line-item receipt application Tenant Portals. • Analytic reporting tools • Payments can be applied to multiple invoices, partially applied to invoices, partially left on-account, and applied to invoices of affiliated companies. • Payments can be applied to specific line items of an invoice or partially paid to the line items. • Easily record and track NSF payments and its related transactional history. • Easily reverse a payment in case of entry error and track its related transactions. • Easy access to payment and transactional history. • Multiple reports with multiple filters and summation features from traditional A/R Trial Balance and Aging Reports to specific watch list or targeted reports. • Ability to create portfolio A/R reports from any of the various report formats. • Data for the payment records recorded in the A/R Management module is used in the calculation of finance charges for late payment of invoices. /■ CIVIX 13 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Property & Space Management This module manages spaces and uses within facilities and managed locations. With a client-customizable hierarchy, ' this module is used to track and manage the inventory of all spaces and parcels at all facilities, linking spaces to agreements and lease-provisions. PROPERTY &SPACE A robust GIS interface lets users access GIS maps of the MANAGEMENT spaces that relate to the provisions defined in Agreement & • Customizable hierarchical Company Management module. Property managers have a structure simple way of accessing maps of the space occupied by • Attribute association for analytic specific tenants directly from PBRM, without the need to use reporting additional software. City users have these features: • Construction and tenant alteration detail and tracking • Multiple attributes to characterize each space record, • Contact and document including: management tools • Unlimited custom fields • Fixed attributes for common / standard • Optional GIS interface characteristics • Configurable attributes for user defined values • Custom fields / attributes allow users to capture unlimited additional characteristics as needed. • Construction and tenant alteration details — PBRM provides information on construction activities associated with each space, including construction date, date updated, construction amount, description of modification, etc. • Users can attach notes and documents to the space record. • Easy to use with or without GIS. • Reporting and analysis for various attributes, including but not limited to occupancy, vacant spaces, revenue per space, space per agreement and custom attributes. • Fully integrated with tenants and agreements. • Manage all property and space from a property inventory perspective. • Multiple attributes allow you to characterize the space the way you want to. • Track history of each space. • Run various reports to determine the current occupancy, vacancy, and revenues • Analyze the use of space and related revenues. • Reconcile actual space size to billed size. ` CIVIX 14 City of Miami Beach I Civix Response to FIN 2023-217-ND Real Estate Management Software I May 2023 GIS Space Management P Civix's GIS Space NMI UMW re 11/ `p " Management Module extends - -== ,,.►r. , �' • .. the Textual Space Module by _ Is : adding a robust GIS interface, _,,_ allowing for the visualization sa"ss�" �' — «of data for faster analysis and -- action. Property managers will ,/ + '!+ have a simple way of /r accessing maps of the space ,_.r occupied (or unoccupied) by .J ,;:.� specific tenants directly from 4 PBRM, integrated into the core PBRM system. Tenant Portal PBRM's Tenant Portal module allows your customers to access their invoice records and pay outstanding amounts online, through the use of a third-party payment processor, maintaining PCI DSS compliance. These payments are then automatically recorded in the Accounts Receivable module. Features include: TENANT PORTAL • Customers can pay invoices created in Billing & Tenants can: Invoicing Management. • PBRM processes are used by staff to email sign-in • Validate all open charges information to customers to access the portal. ' Pay outstanding invoices online • Enter monthly sales figures(to • Customer can select invoices they want to pay using calculate percentage rent) the portal, then process the payment after an • Update contact information automated connection is made to the payment processor. • After a payment is processed, the payment process returns a confirmation to the Tenant Portal. • The Tenant Portal uses the data for the payments as confirmed by the payment processor to automatically create cash receipts entries in PBRM. The cash receipt entries record the cash receipt and apply the cash received to the invoices that were selected to pay by the customer. • Letter Management functionality provides staff the ability to creates letters containing information from PBRM, such as insurance expiration information and rate change information, to all tenant and business contacts required to receive those communications. • Letters can be generated for specific tenants and contacts on a mass basis from within the Tenant and Facilities Management, and then either printed or emailed as an attachment to those who should receive the communication. ( civix 15 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 References In addition to the three references we provided in the online Bid Certification Form Section 5, City of Atlanta, City and County of San Francisco, and Spokane International Airport, we are providing more information on the City of Atlanta as well as two other agencies, which have features in common with the City. CITY OF ATLANTA Contact Tiffany M. Jones, Director, Financial Reporting Dates of Service 2021 - Present Description of Services The City of Atlanta's (COA) Finance Department selected Civix to provide software and services to help the City comply with leasing, accounting and reporting needs. In addition, they required consulting services to assist with the implementation of the Standard. The City sought a cloud-based solution that ensured compliance for the City's approximately 140 leases. Civix is currently working with the City to implement Civix Public Business & Revenue Manager, the sister solution to Airport Business & Revenue Manager. As part of this, we are deploying the application's GASB 87 module to manage GASB accounting and reporting requirements. Project kickoff was in October, and Go Live is scheduled in May in May 2023. The implementation included the GASB Module in addition to the core PBRM application functionality. Specific to GASB, we provided lease consulting and evaluation services to compliment the implementation and training. The implementation included a lease import utility to streamline the import of lease data. The implementation also included an integration of financial transaction data to the Oracle GL application. JACKSON MUNICIPAL AIRPORT AUTHORITY Contact Eric Stewart, MBA Director of Information Technology Dates of Service September 2022 - ongoing Description of Services Our implementation JMAA includes a Tyler Technologies interface, similar to the City's requirement. Additionally, this implementation includes the Accounts Receivable Module and GASB Module, to extend the functionality of the core ABRM application functionality. Lastly, we are providing lease consulting and evaluation services to compliment the implementation and training. ( CIVIX 16 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 BROWARD COUNTY Contact William (Bill) O'Reilly, CGFM, CPA Director of Accounting Dates of Service 2022 - Present Description of Services Civix was selected by the County to provide, implement, and support an end-to-end lease accounting suite of tools for to facilitate financial and industry compliance. The County is using the proposed solution, Public Business & Revenue Manager, to reap the benefits of having a configurable tool with automated processes that is user-friendly and provides significant reporting functionality. The implementation included the GASB Module in addition to the core PBRM application functionality. We provided lease consulting and evaluation services to compliment the implementation and training. The implementation included a lease import utility to streamline the import of lease data. The implementation also included an integration of financial transaction data to the Peoplesoft GL application. 2.2 Qualifications of Proposer Team Our project team is comprised of project management professionals, CPAs, finance SMEs, and former municipal executives, who possess years of experience in revenue and lease management software. The key project staff members identified in chapter shall be available for the City's implementation, and no changes will be made to staffing without City approval, barring any unforeseen circumstances. MIAMI BEACH TIMOTHY WALSH President, Critical lntrastructure MATT STEBBINS, PMP Senior Project Manager ACCOUNTING LEASE MANAGEMENT STEPHEN PARRINO, CPA HERBERT BARNES, SHRM-SCP, PHR Accounting SME Implementation SME PATRICK BRADY, CPA, COMP ERIK SWANSON Senior Revenue SME Senior Revenue SME MAUREEN EAMES MANNY BONILLA Accounting SME Finance SME CRISTINA GOMEZ Lease Management SME ej CIVIX 17 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Matt Stebbins, Senior Project Manager • 10+ years of project management experience EDUCATION/TRAINING • Skilled in crisis management and de-escalation • Extensive experience in management leadership and • Project Management team development, product management, and Certification, 2012, UC Santa software demonstration • Barbara, Santa Barbara Matt is a skilled project manager and manager of client B.S. in International Relations, 2004, Seton Hall services resources. He excels in resolving client University, South Orange, NJ challenges with innovative solutions, systems/process TECHNICAL SKILLS improvements proven to increase efficiency, customer satisfaction, and using best practices for growing and • Peoplesoft managing successful teams. In his previous roles, Matt • SQL has managed multiple teams of project managers and • CRM tools both internal to client services customer success/account managers. His companies and client-facing successes include rollouts of multiple implementation and products best practices reviews for products, from rapid go-live to multi-year projects. In addition, he has experience training internal corporate commercial trainers, new hires, and mentoring account managers in project management and client support. Relevant Project Experience Public Business & Revenue Manager (PBRM) Client: 40+ agencies worldwide Description: Matt has worked with internal and external teams to implement and maintain PBRM and its sister solution, Airport Business & Revenue Manager. The solution is a comprehensive property management, billing, revenue management and GIS solution that manages leases, properties, and accounts receivable functions. It serves as a foundational platform which includes integration points to existing systems, allowing agencies to pinpoint the most effective means to manage, track, and generate revenue. Project Role: Matt services as Senior Project Manager. Relevant Prior Experience Yardi Systems, Manager, Consulting Practices Matt served in several roles at Yardi; most recently, he managed multiple teams of project managers and client services customer success/account managers for Tier I, II and III clients in the US. Successes include simultaneous roll-out of multiple implementation and best practices reviews for Voyager products, from rapid go-live to multi-year projects for REITS and industry leaders in the Commercial Industrial, Office, and Retail markets. Routinely involved in new initiatives involving Consulting/Professional Services, Marketing, and Sales teams to develop account strategies and improve internal training/external support efforts. ( CIVIX 18 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Stephen C. Parrino, CPA, CGMA, Accounting and Leasing Subject Matter Expert • 20+ years' experience in accounting, finance, and tax reporting EDUCATION/TRAINING • Developed controls and workpapers for financial • B.S., Accounting and Finance reporting of lease right of use asset and lease liability Louisiana State University Stephen serves as accounting and leasing SME for Baton Rouge, LA projects that require monthly and quarterly lease accounting calculations, and projects that maintain fixed SKILLS asset database using Real Asset Management. • Microsoft Office Relevant Project Experience • IBM Tririga Public Business & Revenue Manager (PBRM) • Real Asset Management Client: State of Oklahoma, Office of Enterprise Services • Google Workspace/G Suite Description: Civix is currently implementing PBRM/GASB Applications 87 to be used by 160 state agencies. Using a tailored • combination of our PBRM modules, Civix is providing Quickbooks OMES with a solution to prepare amortization and asset • Various income tax depreciation schedules, features a lease calculation preparation software function, and serves as a repository for an estimated 15,000 leases. Project Role: Stephen is leasing SME for this installation. Public Business & Revenue Manager (PBRM) and Airport Business & Revenue Manager (ABRM) Client: Implemented at 40+ U.S. agencies Description: Civix's solution provides the advantages of web accessibility and .NET Framework technology to manage all aspects of business operations. Modular in design for flexibility in meeting each agency's specific needs, PBRM provides features to address Agreement Management, Space Management, Rates and Charges, GIS-based Mapping, Billing, Accounts Receivable, Utility Management, Activity Statistics, and more. Project Role: Stephen is leasing SME for many of the installations. Relevant Prior Experience Lamar Advertising Company, Financial Systems & Real Estate Accountant Stephen was responsible for implementing Lease Accounting Standard 842 and contributed to the development, testing, and roll-out of Tririga lease system. He also developed controls and workpapers for financial reporting of lease right of use asset and lease liability, prepared monthly and quarterly journal entries/footnote calculations related to lease accounting, maintained fixed asset database using Real Asset Management, reviewed new fixed asset purchases, recorded sales and disposals of fixed assets, reconciled Gain on Sales accounts, prepared depreciation expense projections for budget purposes, and reviewed and reconciled General Ledger accounts and prepared necessary adjusting journal entries. Prior to this role, Stephen worked as a tax accountant for the company, preparing work papers to assist in preparation of federal and state income tax returns and quarterly tax accrual. Ccuvux 19 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Patrick Brady, PMP, CGMA, Senior Revenue SME • 30+ years of experience in public financial and EDUCATION/TRAINING accounting management industries • Integral part of the team that developed ABRM and • M.B.A., 1975 PERM University of New Orleans B.A., 1974, • Extensive experience implementing financial solutions at University of New Orleans large and small organizations • Post Graduate Studies in A member of the Civix staff since May 2005, Pat plays a key Accounting, LSU, Baton Rouge, LA role in implementing Civix's Business & Revenue Manager University of New Orleans, solutions. He was actively involved in the development and Louisiana implementation of Civix's leasing and financial solutions at CERTIFICATIONS many organizations including: • State of Maryland ▪ Project Management State of Rhode Island Professional (PMP) • City and County of San Francisco • Chartered Global • Management Accountant • City of Santa Barbara (CGMA) since 2012 • City of New Orleans MEMBERSHIPS • City of Baton Rouge • City of Little Rock • American Association of Prior joining the Civix, Pat worked for a national Airport Executives transportation management consulting company as Project • Airports Council International Manager for development and implementation of all financial • American Institute of applications for agencies. Certified Public Accountants • Project Management Institute Relevant Project Experience (PMI) Airport Business & Revenue Manager (ABRM) Client: Tan Son Nhat International Airport, Ho Chi Minh City (Saigon), Vietnam Description: As subcontractor to SITA, Civix provided the new international terminal with a Revenue Management System consisting of ABRM's Agreement Management, Contact Management, Statistics & Billing, and Accounts Receivable modules. Project Role: Pat was project manager. He documented requirements and created an implementation plan to effect process improvements and improve efficiency at the airport. Software and Implementation Services (Implementation of ABRM) Client: Little Rock Airport City (LRAA) Description: The implementation of Airport Business & Revenue Manager (ABRM) replaced the airport's existing Airport Management System. Agreement, Contract, Billing, Airport Statistics and Accounts Receivable modules were implemented. ABRM integration with the Microsoft Dynamics AX suite of ERP software was built to provide a seamless integration for the Airport ERP. Project Role: Pat was Civix project manager. He documented requirements and developed an implementation plan. ` CIVIX 20 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Maureen Eames: Accounting Subject Matter Expert 30+ years of accounting and budget reporting experience EDUCATION AND TRAINING • Extensive leadership and financial analysis experience MBA, Loyola University, 1997 New Orleans, LA • Possesses Lean and Six Sigma Black Belt training Maureen is a proficient revenue management B.S., Accounting, University of New Orleans, New Orleans, LA professional with more than three decades of budgeting and accounting experience. She is highly knowledgeable of payment industry practices as well as ACH, NACHA, and PCI DSS regulations. Prior to joining Civix, Maureen worked with a Fortune 500 utilities company where she held several leadership roles and successfully led a variety of budgeting and financial reporting projects. In her current role, Maureen offers her knowledge and experience to develop and manage Civix's revenue management solutions. Relevant Project Experience Public Business & Revenue Manager and Airport Business & Revenue Manager Client: 40+ clients worldwide Description: These solutions provide comprehensive property management, billing, revenue management and GIS functionality to manage leases, properties, aeronautical activities, and accounts receivable functions at public sector agencies. Serving as a foundational platform which includes integration points to existing systems, the solution allows agencies to pinpoint the most effective means to manage, track, and generate revenue. Project Role: Maureen is Accounting Subject Matter Expert. Relevant Prior Experience Entergy Inc. — Payment Processing Role/Description: Payment Processing Manager responsible for processing all utility customer payments via various payment channels; resolution of customer inquiries related to payments; managing contracts and monitoring performance for third party vendor payment services; management of numerous applications, processes and equipment. Entergy Inc. — Corporate Performance Management Role/Description: Manager, Special Projects, ESI Corporate Performance Management. Responsibilities included providing logistics support for witness training, testimony preparation sessions, hearing prep sessions and hearings; management of action items, calendars and deliverables, and coordinating SharePoint archiving. Entergy Inc. — ESI Performance Management Role/Description: Senior Staff Financial Analyst, ESI Corporate Performance Management, leading led numerous improvement projects across functions, including the legal department's EQR Project, Transmission Capital Cost Management Project, Safety Incident Reporting Project, ENO Inactive Consumption Project, and Lean workshops. Entergy Inc. — EOI Nuclear Regulatory Performance & Reporting Role/Description: Senior Lead Financial Analyst, EOI Nuclear Regulatory Performance & Reporting, supporting regulatory filings of EOI in Texas, Louisiana, and Arkansas. Maureen also performed financial analyses for management and developed Access application for use in Renewal Project. ( civix 21 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Herbert Barnes, SHRM-SCP, PHR, Senior Revenue Subject Matter Expert • More than 3 decades of IT/technology industry EDUCATION AND TRAINING experience • MBA, Graduate Division College • Extensive HR, management and leadership of Business Administration, experience 1993 • Skilled with implementing enterprise-level solutions Loyola University for large organizations • B.S., Computer Information Processing, minor in Business Herbert is an accomplished solutions-driven product Administration, 1987 manager who possesses extensive management and Loyola University consulting experience for distributed software CERTIFICATIONS implementation organizations in cross-functional • Senior Certified Professional environments. He is skilled in both system (SHRM-SCP, active December implementation and change management and has 2015 - present assisted organizations transitioning to enterprise • Professional in Human technology to achieve their technology goals. Herbert has Resources (PHR), active April led international, cross-functional teams for a variety of 2009 - present industries and has delivered strategic initiatives that • Oracle Cloud Story, 2018 improve systems, processes and bottom-line results. As • Oracle HCM Cloud, 2016 product manager for Airport Business & Revenue • Oracle Applications Cloud Manager, Herbert leads new client implementations, Operations Implementation assists current clients with their transition to the Specialist, 2016 software's latest version, and addresses clients' TECHNOLOGIES additional needs and concerns. Oracle Applications, SQL, Agile and RELEVANT PROJECT EXPERIENCE Waterfall, MS Project, MS Word, MS Public Business & Revenue Manager and Airport Excel, MS Outlook, MS PowerPoint, MS Visio Business & Revenue Manager Client: More than 40 agencies worldwide SKILLS Description: Civix's solutions are a foundational platform which includes integration points to existing Business and IT Alignment, Cost Management, Enterprise systems, allowing agencies to pinpoint the most effective Implementations, Key Performance means to manage, track, and generate revenue. Indicator (KPI), Process Project Role: Herbert is ERP/HR Systems SME. Improvement, Program and Project Planning, Project Life Cycle CIVIX 22 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Erik Swanson, Senior Revenue Subject Matter Expert • 17+ years of project management experience • Extensive experience developing and implementing EDUCATION AND enterprise-level accounting systems TRAINING Erik is a skilled business professional with strong background • MBA, Tulane University in identification, selection and deployment of technology • BS, Management (MIS), solutions via sound project management and business University of New Orleans analysis best practices. Erik's core competency is the ability to lead stakeholders through technology transition. At Civix, Erik serves as project manager for the Airport Business & Revenue Manager (ABRM) software application. Relevant Project Experience Airport Business & Revenue Manager (ABRM)/Public Business & Revenue Manager (PBRM) Client: More than 40 public sector agencies and airports worldwide Description: Civix's comprehensive property management, billing, revenue management and GIS solutions help agencies manage leases, properties, aeronautical activities, and accounts receivable functions. They serve as a foundational platform which includes integration points to existing systems, allowing agencies to pinpoint the most effective means to manage, track, and generate revenue. Project Role: Erik serves as project manager. Relevant Prior Experience Wells Fargo (Contracted via Granite Solutions Groupe) Responsibilities: Erik was Implementation Lead with these responsibilities: • Marketing on Demand (MOD) Project: Implementation lead for project to deploy MOD, an enterprise marketing platform solution intended to reduce resources, risk and time-to- market required to create and distribute marketing collateral. • Stakeholder Management: Primary point of contact and liaison across project team, IT, vendor, creative team and internal client. Scheduled appropriate meeting cadences to proactively facilitate communication of deployment activities, hurdles and solutions with cross-functional & business stakeholders. • Requirements Identification & Prioritization: Identified/elicited business and functional platform requirements. Prioritized requirements with internal client using three-tier scale. Go-forward requirement decisions evaluated via level of business need as compared with level of effort / resources to build & deploy. • Integrations: Partnered with stakeholders and SMEs to identify system integration inventory based on need and LOE to integrate. Integrations included: 1) MOD (vendor, cloud-based solution) to internal Wells Fargo marketing list scrub system, 2) MOD to internal Wells Fargo print vendor identification and routing system. SapientRazorfish (Contract) Responsibilities: Erik was Product Manager. He maintained the following responsibilities: • Cargill Agriculture Supply Chain Project: Product Manager for project to improve commodities futures contract & firm bid/offer process. • Current/Future State Review: Analyzed and diagrammed complex current state contract and firm bid/offer process via Visio. Led client meetings to review current state process and to discuss opportunities for efficiency with proposed future state solution. /■ CIVIX 23 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Thomson Reuters (Contracted via EPAM Systems Inc.) Responsibilities: Erik was Senior Business Analyst. He maintained the following responsibilities: • Data Privacy Advisor (DPA) Project: Agile/Scrum Sr. BA for one of four development teams building a cross-jurisdictional application (DPA) designed to assist data privacy professionals, compliance officers and attorneys with access to data privacy rules, legislation and regulatory guidance from around the world. Product leveraged IBM Watson AI technology to facilitate search of Thomson Reuters document content. IBERIABANK Responsibilities: VP, Sr. Project Manager with the following responsibilities: • Project Management Methodology: Utilized Agile methodology that involved daily scrum meetings, sprints and go/no-go release decisions. • Functional Requirements: Translated departmental needs into functional requirements for delivery to internal applications development and/or vendor account managers & IT staff. Delivery was often followed by a WebEx call to address any questions about intention, feasibility of development and timeline. • User Acceptance Testing (UAT): Organized groups of internal end-users to test new functionality for loan application and underwriting systems. Test cases were written with assistance of end-user group and performed individually by all end-users in a test environment. Issues identified were reported to development teams for resolution. • Rate Sheet Pricing: Provided analysis and recommendations for process to update rate sheet pricing for business banking loans with exposure less than or equal to $500 thousand. Goal was to balance organizational appetite for increased loan application volume while maintaining acceptable RAROC hurdles. Hancock and Whitney Bank Responsibilities: e-Commerce Delivery Channel Manager with these responsibilities: • Project Management: Managed retail and small business online banking conversion for a $20 billion financial institution. • Channel Management: Managed post-conversion strategy and operations for e-Banking and mobile banking platforms with over 200K customer enrollments. • Platform Enhancements: Organized and led weekly meetings to prioritize and plan for e- Banking platform enhancements and defect resolution. Attendees included upper management, e-Banking vendor (NCR) project manager and internal business systems analysts. This group reviewed status on projects to enhance customer experience in retail and small business online banking platforms. • Mobile and e-Banking Strategy: Developed roadmap for e-Banking and mobile product development. Strategy included projected product release dates along with coordinated marketing and operations plans. Products in-development included P2P payments and mobile deposit capture for iPhone and Android apps. Strategy further included projected timeline for discontinued support in RIM-based apps while maintaining RIM-optimized WAP mobile banking. GCIVIX 24 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Manny Bonilla, Product Specialist, Revenue Management Manny is an accomplished solutions-driven manager with QUALIFICATIONS value-adding programs experience including management • 14+ years customer service and and internal consulting experience in a fast paced cross- process improvement functional environment. He has significant software • 10+ years leadership applications end user experience to help agencies use experience. enterprise technology to achieve their business goals. . 6+ years compliance experience Relevant Project Experience EDUCATION & TRAINING Public Business & Revenue Manager (PBRM) and Airport Business & Revenue Manager (ABRM) • B.S., Business Administration Client: More than 40 agencies worldwide TECHNOLOGIES Description: PBRM manages leases, properties, aeronautical activities, and accounts receivable functions MS Word, Excel, PowerPoint, Visio, at public sector agencies. ABRM serves as a foundational Outlook platform which includes integration points to existing SKILLS systems, allowing agencies to pinpoint the most effective means to manage, track, and generate revenue. • Project Planning Project Role: Manny is the revenue manager SME. • Leadership Integrity • Relevant Project Experience Strategic Planning • Scope Management Orlando Health, Assistant Manager, Patient Access • Process Improvement Manny served in various positions including Emergency & • Cost Management Trauma Financial Counselor, Admitting Financial • Risk Mitigation Counselor, Financial Counselor Mentor, Imaging Support • Quality Management Specialist, Process Improvement Coordinator, and • Resource Management Supervisor Patient Access. He managed a team of 15 • Communication Management employees taking 800+ inbound calls and 500+ orders • daily, 15 insurance verifiers obtaining authorizations and Training and Development • calculating estimates for each patient and accounts Testing Life Cycle payable for insurance companies, and a team of 8 supervisors who assisted in daily operations throughout the centers. Manny ensured accounts payable were audited on a timely basis to receive payment from each account, plus processing, verifying and reconciling invoices. ( CIVIX 25 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Cristina Gomez: Revenue Management SME • Experience managing teams in high stress situations EDUCATION AND TRAINING • Documentation and testing expertise • Skilled communicator in both English and Spanish B.A., 2015, University of Tampa Current Public Trust background Cristina is a member of the Civix Finance Team, clearance specializing in management processes for revenue Emergency Management Institute solutions. Courses: IS100, IS200, IS403, IS806, IS822 RELEVANT PROJECT EXPERIENCE Database Systems: Statistical Package for the Social Sciences, PBRM/ABRM Upgrade Project: Upgrading UAT testing National Emergency Management and production environments with Cloud clients and those Information System, Airport with limited on-premises access to the latest vetted Business Revenue Management version of PBRM/ABRM 6.5.0. Coach and Evaluator certification issued by the Emergency Implementation Standards: Creates documentation and Management Institute testing implementation standards for Civix's Tenant Portal Spanish—Intermediate/Advanced module, which allows airport tenant's streamlined access to pay invoices and submit activity on their own platform. Training: Trains clients on agreement entry, including tenant and concessionaire contracts. PRIOR EXPERIENCE FEMA: Program Specialist. Analyzed and evaluated applications for accuracy within various government databases in accordance with the National Incident Management System. Liaison between stakeholders and FEMA personnel on multiple disaster aid programs, including the Individuals and Households Program. ( CIVIX 26 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Tab 3. Approach and Methodology 3. 1. 1 Project Planning and Implementation Information 3.1.1.1 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 the City within the required timeline. Civix Response: From a delivery standpoint, Civix uses the Project Management Institute best practices as a guideline for implementation. We believe the industry's well recognized standards provide excellent guidelines for solid project management, but we often apply our extensive project management and proven industry experience to adapt and extend practices to satisfy a project's specific needs while being flexible to adapt and adjust according to the situation. Solid project management along with open communication and customer trust pave the way for plan adjustments while ultimately delivering the objective. Civix will provide a Project Management Plan that addresses all stated requirements. Our approach to implementation is based on the following objectives: • An industry standard implementation strategy that makes optimal use of resources • Strong project management that includes open, timely, and comprehensive communication with input from stakeholders • Active, ongoing involvement and participation from stakeholders throughout the implementation activities • Efficient coordination of tasks required for a smooth flow of implementation activities over the project life cycle • A comprehensive Implementation Plan, approved by the City, that fosters a clear understanding of responsibilities ensuring a smooth transition from the existing systems to the new proposed system with minimal disruption of daily operations • Civix will assign a project manager to this project to manage the detailed work and Civix resources needed to perform the work outlined in the implementation plan. The project manager will be the primary point of contact. • Civix will lead or participate in a weekly status call and will provide the City with a regular status report, including brief descriptions of: • Major accomplishments; • Key milestones, dates and responsibilities; • Upcoming activities and expected goals; and • Concerns or issues. • It is assumed the City will assign a project manager to the project and this individual will serve as the primary interface for the project team in resolving issues, coordinating activities (including sessions, meetings, training, design), and approving deliverables. ` CIVlX 27 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 This project manager will be responsible for leading and monitoring all activities for which City staff are responsible. Product life cycle performance management and quality assurance activities involve monitoring and evaluating the products and processes to determine if the project is following performance and quality standards as well as identifying and implementing ways to eliminate causes of unsatisfactory results. Civix establishes a series of QA checkpoints throughout the project life cycle to monitor adherence to procedures, schedule and other performance metrics. The first quality assurance review evaluates the effectiveness of the mobilization and the planning phase. Quality assurance planning defined significant milestones at which Civix and City stakeholders will evaluate tasks completed to reach the milestone. This constant evaluation of quality throughout the life of the project is highly effective in controlling the schedule so that the project is completed on time, within budget, and SUCCESSFULLY! Civix's solutions are robust Commercial Off-the-Shelf (COTS) applications resulting in a short implementation timeframe with customer-maintained features and functions. Our approach is to use best practice workflow processes, forms, and reports pre-configured and customizable within the application based on Civix's extensive industry experience allowing the City to begin using the application within the first 60-days of project . Key Elements of the Project Approach • Leverage COTS (Commercial Off-the-Shelf) Aviation Accelerators • Discovery, User Story & Requirement Workshops • Requirements Traceability Matrix (RTM) Tracking • Team Foundation Server (TFS) Task Management • Consistent and Reoccurring Project Status Meetings • Action Item Log • Risk Management • Change Management Procedures • Quality Assurance Checkpoints • Customer Satisfaction Executive Review Key Elements of the Project Methodology • Project Life cycle Performance Management • Customer-focused Collaboration, Testing & Approval • Agile & Iterative Process for Software Development Life Cycle (SDLC) • Sprint Plan — Requirements, Design, Build, Test, Deploy Civix will employ this methodology as the standard for planning, integrating, and delivering IT solutions, COTS-plus features, product enhancements/upgrades/new releases. This methodology provides our program teams with policies, processes, and step-by- step implementation guidance to achieve program performance excellence. The Civix Program/Project Manager has overall responsibility of project control and quality assurance. Civix assigns an experienced and detailed orientated Program/Project Manager who has managed large implementation projects. Tasks and services will be managed using project management and a variety of reporting tools. `j CuVuX 28 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Our business and revenue software includes standard export Application Programming Interfaces (API) that are extensible and configurable to most ERP system's General Ledger and Accounts Receivables, enabling the seamless flow of data. Civix has a long-standing relationship with Tyler Technologies and in many cases we have partnered in responding to RFPs that include an ERP or GL system. Additionally, we've completed a number of integrations with various flavors of Tyler's products. Tyler is a known entity to Civix (and vice versa) and the effort to create an integration with Munis is second nature to Civix. With more than 100 instances of data conversion experience, our conversion and migration subject matter experts will assist the City in migrating information stored in your current lease management system and database. Note that in the event the City elects to include migration in scope, we will work together to assign, responsible parties for cleaning and updating data prior to conversion and reviewing at each stage of the migration process. CIVIX RESPONSIBILITIES CITY RESPONSIBILITIES • Establish a staging database as a • Cleanse the data. placeholder. • Review and approve the data • Extract data from the staging area; conversion, migration, and transform and load into the database. synchronization strategy. • Extract data from the staging database. • Review and approve the data • Verify the condition of the data. conversion, migration, and • Load the converted data into the synchronization plan. proposed platform's database. • Collaborate in the design and • Perform data synchronization from the development of a data model for the proposed platform's database to the staging database. staging database. • Perform acceptance testing and signoff • Create data conversion, migration, and synchronization strategy. • Create data conversion, migration, and synchronization plan. • Map and load data from the staging database to the proposed platform's database, including traceability from the staging database to the proposed platform's database. • Identify synchronization requirements and inform the City] synchronization rules. • Design and develop a data model for the staging database. • Implement the staging database. • Develop the required ETL programs to support the above. • Test the system by using Mock Runs. • Perform the real data conversion for production. /■ 29 C1v1x City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Project Management & Control Product life cycle performance management and quality assurance activities involve monitoring and evaluating the products and processes to determine if the project is following performance and quality standards as well as identifying and implementing ways to eliminate causes of unsatisfactory results. Civix will establish a series of QA checkpoints throughout the project life cycle to monitor adherence to procedures, schedule and other performance metrics. The first quality assurance review will evaluate the effectiveness of the mobilization and the planning phase. Quality assurance planning will define significant milestones at which Civix and the City stakeholders will evaluate tasks completed to reach the milestone. This constant evaluation of quality throughout the life of the project is highly effective in controlling the schedule so that the project is completed on time. Civix will have a continual exchange with the City stakeholders to verify the parameters of the project and report project schedule status and variance remediation efforts. Implementation Phases and Deliverables The following table outlines typical implementation processes and timelines. After initial discovery, a plan specific to the City's processes and goals are developed and presented to you for review and approval. PHASE KEY IMPLEMENTATION DELIVERABLES Project Planning • Implementation Work Plan, including detailed work steps and timeline for project plan • Kickoff Presentation • Major Decision Points Installation and • Technical Design Report Initial Training • Documented server hardware and software specifications, and database management software • Creating production and test environments and databases • Documentation of how transaction data is represented in the database • Documentation for user created reports and queries • Documentation on user of virtual server environment • Product Installation • Processes for system administration including server setup and database backup Functional • Documented Requirements (Functional Design Report) Requirements • How processes will work from the users' perspective (Technical • GAP analysis for any additional functionality required, including Implementation) additional reports that may be required Testing and • Application Training Training • Preliminary Procedures • Administration Training prior to go-live Implementation • Cutover Plan and Go Live • Support Plan • Readiness Review Report • Production System Operation • On-Going Support ` CIVuX 30 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 3.1.1.2 Include a sample project schedule based on the above project plan. Indicate the significant "milestones" in a project of this nature and magnitude. Civix Response: With the understanding that final scope will be negotiated following the award, please see milestone deliverables in response to item 3.1.1.1. This sample timeline will be modified after discovery to ensure we meet the City's goals. Note that some tasks overlap. TASK NAME DURATION RESOURCE (IN WORKDAYS) PBRM LEASE SOFTWARE IMPLEMENTATION 95 DAYS Contract Signing and Initial Planning 10 days Notice to Proceed to Civix 0 days Civix Initial Planning 5 days Civix Develop Project Schedule 5 days Civix Draft Kickoff Presentation 5 days Civix Review Project Schedule 5 days City Review Kickoff Presentation 5 days City Finalize Schedule and Presentation 0 days City & Civix Installation / Initial Training 7 days Civix Finalize Schedule and Attendance for Initial Training 1 day City & Civix Install and Validate PBRM Environments 5 days Civix Kickoff Meeting and Initial Training & Config Sessions 2.5 days City & Civix Provide City with PBRM User Guide 0 days Civix System Deployed for City/Civix Data Entry 5 days Hold Additional Configuration Sessions 3 days City & Civix Configure system reference tables 5 days Civix Create Design Document for GL Integration (Tyler 5 days City & Civix Technologies) Develop PBRM GL Interface 30 days Civix Test/QA GL Interface 15 days Civix Deployment GL Interface to PBRM UAT Environment 1 day Civix Demonstration/Client Review 5 days City Provide City with configured system ready for data entry 0 days Civix Import from Existing Repositories/Spreadsheets 20 days Civix to Provide a Template to City 0 days Civix City Completion of Template and Return to Civix 8 days City Civix Import/ Validation of Template Data 7 days Civix Additional City Data Entry Not Covered by Template 5 days City Additional Training 3 days Training provided by Civix 3 days Civix 31 CIVIX /■ City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 TASK NAME DURATION RESOURCE (IN WORKDAYS) User Acceptance Testing (UAT) 5 days City City Validation of Reference Data, Transactional Data, 5 days City Reporting Go-Live and Priority Post-Cutover Support 4 days Prepare Cutover Schedule 2 days Civix Revise/Approve Cutover Schedule 2 days City & Civix Go-Live 0 days City & Civix 3.1.1.3 Include a sample project acceptance criteria list. Civix Response: Typical project acceptance criteria include these stages: 1. Initial configuration: Reference table data is populated with the correct information to meet the City's organizational structure. 2. Agreement data sample: Sample agreements ensure amortization schedules are calculating as expected. 3. Final project acceptance: After all data is loaded, system generated reports are accurate and as expected. 3.1.2 Training Information 3.1.2.1 Describe the training program approach for the City. Include in-house training ("Live") and training for new updates/advancements in the proposed platform. Civix Response: We provide City users and system administrators with highly-rated, relevant training Civix Training gives the City supported by current, easy-to-follow documentation. Maximum Benefits Our training goal is to provide users with the most • For public sector by public sector effective and efficient path to the successful • Functional training and advice on a inauguration and ongoing use of our software. Training broad range of topics including was developed - and is constantly being refined - by accounting, finance, property trainers working hand-in-hand with our Product management, and more Specialists who have come from the public sector and • Using Civix knowledge base know exactly what agencies need to be in compliance. To round out our perspective, we routinely incorporate • Building business relations feedback from our customers about what and how and exchange experience they want information. The combination of customer • Developing key skills necessary expertise combined with Civix expertise makes for a for the successful ongoing use proven, highly-rated training program. of our PBRM solution We know that adult learners: • Are best suited to direct their own learning /■ CIVIX 32 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 • Will be engaged, present, and ready to learn when the material is of immediate relevance • Want to apply new information immediately to solve problems • Need to have a voice in both the planning and evaluation of their learning experience Keeping this in mind, change can be daunting to some, just as learning yet another software solution can be - especially for users who may not have had a say in the decision to adopt the program. Our training immediately addresses these two issues by demonstrating the ease and functionality of the solution. Once users literally see how software can make their job easier and more successful, they begin to become much more motivated learners. Teaching Format We offer instructor-led hands-on live training, either in person or virtual. This aspect of training typically occurs over 5 business days with 1 -2 hour sessions each day. This gives City users time to use and explore the solution at their own pace before bringing questions to the next session. Over time, we have incorporated these user questions into our training, but each agency will have their own questions. Features include: • PowerPoint • Recordings of training sessions • In-app help features • User guide We use information gathered during initial discovery to create a training plan specific to your users and needs. Our PowerPoint training template has clear graphics and easily- followed step-by-step instructions. Users can follow these steps after the training as well, as they begin to navigate the system on their own. As always, support is just a click or phone call away. Our warranty includes user training through a web-based interface to provide refresher training and support training of new staff members 3.1.2.2 Describe all training manuals and formats available. Describe other methods or training available to City users. Civix Response: Civix provides complete user documentation as online help in a PDF format. Civix's user guides are the single source of truth for each of our solutions. As such, they are the primary documents used in training sessions. This allows your users to become familiar with both the application and its supporting documentation. Our customers report that, when needed during initial use, they are comfortable with using the guide for reference and troubleshooting Civix provides complete documentation for PBRM in the form of user guides, online help within the application, and supplemental training videos. /■ 33 CIVIX City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 31 Appendix A- Record Data Elements 165 32 Appendix B-Lease Accounting: Reassessments&Remeasurementg 179 33 Appendix C- Common Question 181 34 Appendix D- Sine& Multi Payment Amount&Present value 191 35 Appendix E -Preparedness-Plan Procedures 197 36 Appendix F-Data Management-Your Agreement Universe 201 Screenshot from PBRM User Guide Index We are also including an excerpt from our training catalog for PBRM as an example of the level of detail our product team goes to enable our customers to become experts in the product. A full set of training material is available for review by the City along with pre- recorded short videos on specific functionality in the system. The training presentation and material is confidential and proprietary to Civix. ` CIVuX 34 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Alerting Dates Only • Certain events in data creation and • maintenance in agreement management • Dashboard&Email • Dashboard&Email • Agreement Date • Record Added.Modified,or Deleted • Agreement • User Defined Agreement Details-invoice Agreement Date ., - ill Groups Types ▪ Agreement Details-Rate Scale • Amendment Effective Grouo "'T� •t ' ilk Agreement Details-Bond Date : _i Agreement Details- Insurance • Bond Effective Date Agreement Details-Minimum • Bond Start Date ' Event Guaranty Groups Date Alert • Billing Rue • Insurance Expiration Notification • company/Agreement Association Date ALERTING Alert • Contacts • contact Comers • Insurance Start Date • Task that requires attention or action • Contact Communications • Provision End Dateyourcontacts-company • Provision Rate End • Global Rates Value Date • • Joint Use Group details Provision • Provision Rate Start • Provision Rate Date • Rate Scale Values • • Provision Start Date Tar/Overlaycharges S Home Page - Notifications • IMMO :._ a GE mix35 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 3. 1 .3 Maintenance/Support/Warranty Information 3.1.3.1 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. Civix Response: PBRM current live version is 6.5.12 with 6.5.13 scheduled for the next quarterly release. The subscription for Civix's Hosting & Support Program includes full access to your account, unlimited users, update releases and Civix help desk support. We will maintain, secure and update your lease accounting instance for the term of the agreement. Civix is recognized for having an efficient and transparent hosting and support program. Highlights include: • Enhanced Technical Support - Civix has a dedicated 24/7/365 support portal for logging help desk tickets either via a product email address or directly within the support portal. In addition, Civix has a dedicated support phone line. Emergency technical support for Civix's cloud hosted applications include server and performance monitoring 24/7/365. • Timeliness of Incident Resolution - Commercially reasonable efforts to provide modifications or additions to correct errors in the software reported by the City • New Releases - Incremental upgrade releases (not requiring modifications outside the support of the base system) and documentation will be available for purchased modules during the term of the agreement. • Program Enhancements - Enhancement releases (not requiring modifications outside the support of the base system) for the software will be available for all purchased modules during the term of the Agreement. Since Civix's first lease and contract solution went live, incremental updates have been issued on a regular 6-month basis and full product upgrades have been issued every 18 months. All of Civix's products go through rigorous testing prior to release. Civix continues to develop and expand the PBRM solution, providing a consistent platform that our clients rely on as well as offering innovative solutions designed for the evolving accounting industry. • Installation Assistance - Support for proper installation of the current release of software, and subsequent patches or updates described above will be available through remote assistance • Online Training - User training will be available to the City through a web-based interface to provide refresher training and support training of new staff members ` CuViX 36 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 3.1.3.2 Indicate how support would be provided (hotline telephone support, email, on-site, helpdesk, etc.). Describe the support escalation process should initial methods of support not adequately address the issue(s). Civix Response: Our cloud-based customer service support platform allows us to manage product support for the City, and allows your users to track their ticketed support requests. • Dedicated Client Facing Portal • Transparent Ticket Status & History • 24/7 Monitoring • Service Request Escalation for Critical Issues _ • Initiate Support Tickets via Email or • Announcements Portal • Group Ticket Management & • Knowledge Base Resolution • Individual SME Responses • Change/Feature Log City users can log support requests directly into the support portal application or via email which will direct the issue to the appropriate technician for expedited resolution. Using the client support portal, the City users can track the resolution of their issue at any time. Customer support for issues, questions, and training for the Licensed Programs follows a standard protocol for resolution. Upon receipt of the help desk ticket, Civix categorizes the ticket, which are prioritized and escalated as required. Typical response time for routine questions or issues is one business day. `cIvIx G civix s •..- ,bm,t GAO t.�M......�.Ci.. S.A•.p.1w `civIX t+w0ww• qq iI.Mi.• • , • M..ow.m.�b.-- • 0 (11 0 V..Te... WIN ON.N.. Users can easily submit tickets and track issues in the Client Portal to monitor resolution progress 37 /■ civix City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Customer Success Program Our Customer Success Program focuses on the commitments made to our customers, while enabling them to achieve their Innavtive desired outcomes. We value our customers and are intentional about forging a partnership for success. This can also be seen through our Core Values: Innovative, Accountable, and �x ; Engaged. Aaxommtable There are multiple pillars for our Customer Success Program; here we highlight two areas: Client Success and Enterprise Service Management. Client Success: As stated above, we are intentional about forging a partnership for success. Not only will Civix provide training of product(s) and service(s), but we will Onboard team members, create a success plan, and establish cadences to review commitments. On-Boarding Creating a Success Plan Success Plan Reviews City and Civix • Establishing accounts for • Establish framework—Teams, • City and Civix review the submitting service requests. common languages,and Customer Success Plan • Coach users on accessing dialogue cadences throughout the year. services including but not • Discover how Organizational • Bi-Weekly Check-ins(Power limited to service request Priorities and Initiatives align Users) and knowledgebase. with Services . Monthly Check ins(Power Users • Completing the Customer • Discover expected outcomes and Management) Success Playbook. (This is used to identify the • Create Customer Success • Quarterly Business Reviews appropriate resources to Scorecard • Annual Business Review participate in Creating Customer Success Plan and Periodic Reviews.) Enterprise Service Management: Civix is focused on the four dimensions of service management (practices of ITIL 4): • Organizations and people • Value streams and processes • Information and technology • Partner and suppliers /■ 38 CIV1X City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 We're constantly evolving our practices to ensure the highest quality of services for our customers. Those practices include establishing service management Key Performance Indicators (KPI's) that are customer facing and internal to Civix. Cmix,Public Sector Transformed HOME SOLUTIONS SIGN IN Q Enter limy search term ni• 6 Announcements A17 VIA Your Tickets Pending Approvals Report an Incident Browse Solutions L n or Sign upto view Requests waiting for yaw Approval Raise an incident wan your support red the answers to your queies in og� ig your requests team out exhaustive solutions Popular Solutions view OP arncle5 g ABRM 6 5 8 Release Notes 2 VPN Issues 2 Signature Tablet is not accepting signatures 3.1.3.3 Describe software and services warranty coverage. Provide any available Service Level Agreement(s) ("SLA") for the City's consideration. Civix Response: The subscription for Civix's Hosting & Support Program includes full access to your account, unlimited users, update releases and Civix help desk support. We will maintain, secure and update your lease accounting instance for the term of the agreement. We have provided a sample SLA in Appendix 1. 3. 1.4 Additional/Optional Services 3.1.4.1 Provide detailed information regarding any additional or optional services offered. Civix Response: As part of Civix's full suite of leasing management products, we offer the modules on the following pages, /■ 39 CIVuX City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Business Intelligence: As your book of record, PBRM possesses the single version of truth for revenue and statistical data. Overlaying Civix's Insight Business Intelligence application, you can mine this wealth of data in EiD meaningful ways by producing and presenting data in actionable and easily understandable graphs and charts. Business Intelligence software tools automatically update the data reported to end users from the source of BUSINESS information (PBRM, ERP, etc.) on a user determined schedule, assuring that INTELLIGENCE data is always up to date and data integrity with the original source of the data is always maintained. Utilities Billing: This module facilitates the metering and billing of utility1111 usage for electricity, water, natural gas, and other similar utility services. UB fully integrates with other PBRM modules so utility billing is connected to agreement provisions and the automated billing generation and invoicing UTILITIES BILLING process. GASB 87 Manager: This integrated PBRM module relates specifically to GASB 8 functionality. PBRM collects data elements within each lease to track component: 87 that are subject to GASB 87 compliance, whether entire leases or just some aspects of a given lease. Features include: • Organizing agreements • Degree of certainty GASB • Identifying provisions within • Discount rate by user defined categor, agreements that will need to • Present value calculations comply with GASB 87 reporting • Affected GL accounts requirements • Interest rate effects o Lessee, lessor • Policy & methodology decisions o Lease term • Transactional entries o Options • GASB 87 financial statement notes o Payment amounts • Principal by payment, in total, and for o Right of Use Assets selected periods o Amortization Schedules • Interest by payment, in total, and for • Lease receivables selected periods • Deferred inflows • Notes/comments/attachments • Right of Use Assets • Reporting categorization o Historical data when • Reports with detail support for both remeasurement occurs transactional entries as well as F/S Note disclosures Mobile Meter Reading: The Mobile Meter Reading Application (MMRA) is primarily used to record meter readings and to add new meter master records when needed. MMRA, compliments PBRM's core Utility Management Meter Reading functionality. MMRA connects through a mobile interface directly to PBRM's Meter Data Base tables via a Wi-Fi connection. MMRA provides a seamless real time integration from your iPhone, and iPad. Everything that gets uploaded from the app (including new meters as well as meter readings) will show up in the PBRM core application. ` CIV1X 40 City of Miami Beach I Civix Response to ITN 2023-217-ND Real Estate Management Software I May 2023 Appendix 1. Sample SLA We have provided additional language regarding the City's terms, below, followed by a sample agreement. 17. INDEMNIFICATION. The bidder shall indemnify and hold harmless the City and its officers, employees, agents and instrumentalities from any and all third party liability, losses or damages, including attorney's fees and costs of defense, which the City or its officers, employees, agents or instrumentalities may incur as a result of third party claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of the agreement by the bidder or its employees, agents, servants, partners, principals or subcontractors. The bidder shall pay all claims and losses in connection therewith, and shall investigate and defend all third party claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may be incurred thereon. The bidder expressly understands and agrees that any insurance protection required by any agreement with the City or otherwise provided by the bidder shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The above indemnification provisions shall survive the expiration or termination of this Agreement. Notwithstanding any provision to the contrary contained in this Agreement, and except for Bidder's indemnification obligations, and damages related to Bidder's breach of its confidentiality obligations, Contractor's maximum liability to Company for any claim, to include breach of contract or tort (including negligence), arising under or otherwise related to this Contract shall in no event exceed the cost of this Contract. OWNERSHIP. Contractor's software and documentation is licensed for internal purposes, not sold, for the term of this Agreement. Contractor is the sole and exclusive owner of all right, title, and interest in the software and documentation, including all Intellectual Property Rights, and derivatives thereof. 34. PATENTS&ROYALTIES. Bidder shall indemnify and save harmless the City of Miami Beach, Florida, and its officers, employees, contractors, and/or agents, from third party liability of any nature or kind, including cost and expenses for, or on account of, any copyrighted, patented, or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by the City of Miami Beach, Florida. If the Bidders uses any design, device or materials covered by letters, patent, or copyright, it is mutually understood and agreed, without exception, that the Bid prices shall include all royalties or cost arising from the use of such design, device, or materials in any way involved in the work. /■ mix41 ( cvux CONTRACT FOR SOFTWARE LICENSES, SERVICES, AND SUPPORT This contract for software licenses, services, and support ("Agreement") is made and entered into by and between <CUSTOMER NAME> located at <CUSTOMER ADD .-. ..> ("Licensee") and GCR Inc. dba Civix, located at 3300 West Esplanade Avenue, Suite 400, Metairie, Louisiana 70002 ("Civix")effective as of the Effective Date. WHEREAS, Licensee desires Civix to provide a license to the Licensed Programs and associated hosting, support and other professional Services in connection with the use of the Licensed Programs; In consideration of the mutual promises and agreements of the Parties herein,the Parties agree as follows: ARTICLE 1 -DEFINITIONS 1.1 "Agreement" is defined in the Preamble. 1.2 "Anniversary Date" means the date that is 1 year after the Effective Date, and each anniversary thereafter. 1.3 "Authorized Users" means Licensee's employees, agents, subcontractors, contractors, outsourcing vendors, consultants and others who have a need to use and copy the Licensed Material. 1.4 "Contract Year" means (a)for the first Contract Year, the period from the Effective Date until but not including the first Anniversary Date, and (b) for each following Contract Year, the period from the end of the prior Contract Year until but not including the next Anniversary Date. 1.5 "Effective Date" means the first day of the calendar month following the date of the last Party's signature on this Agreement. For the avoidance of doubt, if the last Party's signature on this Agreement occurs on the first day of a calendar month, the Effective Date will still be the first day of the next calendar month. 1.6 "Fees" means the fees identified in Attachment A (Software and Fees), and any other fees that may become due under this agreement. 1.7 "Hosting" is defined in Section 3.1 (Hosting Services). 1.8 "Civix" is defined in the Preamble. 1.9 "Initial Term" is defined in Attachment A(Software and Fees). 1.10 "Initiation Date" means the first day of the first calendar month following the Effective Date. 1.11 "License" means a nonexclusive, worldwide, and nontransferable license. Rev 181108 ( c'v'x 1.12 "Licensed Material" means the Licensed Programs, their derivatives, and their documentation provided or made available to Licensee pursuant to this Agreement. 1.13 "Licensed Programs" means the software program(s) identified in Attachment A (Software and Fees)as licensed to Licensee. 1.14 "Licensee" is defined in the Preamble. 1.15 "Party" means either Licensee or Civix. 1.16 "Parties" means Licensee and Civix collectively. 1.17 "Renewal Term" is defined in Section 10.1 (License Term). 1.18 "Services" is defined in Section 6.1 (Scope of Work). 1.19 "Term" is defined in Section 10.1 (License Term). 1.20 "TM" means Time and Materials. 1.21 "SaaS" means Software as a Subscription. ARTICLE 2—LICENSE 2.1 Grant. Subject to the terms and conditions of this Agreement, Civix hereby grants to Licensee a License to use the Licensed Material solely for Licensee's internal business purposes. 2.2 Authorized Users. The License is extended to Licensee's Authorized Users. Licensee will be responsible for the Authorized Users, and any acts or omissions of any Authorized User which if done by Licensee would constitute a breach of this Agreement by Licensee, will be deemed a breach of this Agreement by Licensee. 2.3 Ownership. Licensee acknowledges,agrees,and understands that Civix is the sole and exclusive owner of the Licensed Material, its right, title, and interest, and any improvements thereto. 2.4 Prohibited Uses. Licensee shall not do, shall not permit any third party to do, and shall use commercially reasonable efforts to prohibit any Authorized Users or other third parties from doing any of the following: (a) using any Licensed Material in a manner that violates this Agreement or any applicable laws and regulations, or to send unsolicited bulk email or "spam", (b) reverse engineering, translating, decompiling or disassembling the object code of the Licensed Material, or(c) copying, modifying, creating derivative works of, sublicensing, selling, leasing, loaning, renting, distributing, conveying, pledging as security, or otherwise encumbering the Licensed Material. 2.5 No Implied Licenses. No different, other or further right or license, other than what is granted in this Agreement, is intended or granted by this Agreement, whether by express or implied means or by Rev 181108 c I v I x estoppel, and this Agreement does not assign any right,title or interest in any of the Licensed Materials. All rights and interests not expressly granted under this Agreement are reserved to Civix. 2.6 Additional Modules. By written notice to Civix, Licensee may add additional software programs or modules identified on Attachment A(Software and Fees)to the Licensed Programs; if Licensee provides such notice, the Parties will execute an amendment updating Attachment A(Software and Fees). ARTICLE 3—HOSTING 3.1 Hosting Services. Throughout the Term, Civix shall provide hosting services as set forth in Attachment B (Hosting) ("Hosting"). ARTICLE 4 -WARRANTY 4.1 Warranty. Civix shall faithfully perform the Services using the degree of care, skill, training, diligence and judgment ordinarily exercised under similar circumstances by competent members of the profession which Civix practices or industry or business in which Civix works. Civix warrants that the Licensed Programs will perform substantially in accordance with and in the manner described by related documentation, training manuals, and by Licensed Program functional design specifications. 4.2 Correction. Civix agrees to promptly re-perform, repair or replace, at Licensee's option and at Civix's cost and expense, any Licensed Program or Service which fails to conform to such warranties. Correction of any error in the manner described above shall constitute complete fulfillment of all obligations and liabilities of Civix for nonconforming Licensed Program or Services,whether the claims of the Licensee are based in contract,warranty,tort(including, but not limited to,negligence and strict liability),or otherwise. This exclusive remedy is Licensee's sole remedy for any failure of Civix to comply with its warranty obligations. The warranty period shall end 30 days from the delivery of the Licensed Program or completion of the Services, as applicable. ARTICLE 5—APPLICATION SUPPORT& UPGRADES 5.1 Application Support Services. Throughout the Term, Civix shall provide application support and upgrade services for Licensed Programs. In general, the application support services consist of(a) prompt customer support on-site or by telephone, fax or email; and (b) Licensed Programs updates, new releases, and enhancements reflecting on-going development at Civix and as made generally available to Civix's customers of the Licensed Programs, as described in Attachment C (Support). 5.2 Licensee Cooperation. Licensee acknowledges that Civix's ability to provide application support and upgrade services is dependent on the cooperation of Licensee and the quantity of information that Licensee can provide. Licensee will use commercially reasonable efforts to reproduce all reported problems and gather troubleshooting information as requested by Civix. If Licensee cannot reproduce such problems or gather requested information, Licensee will provide Civix temporary login access on Licensee's system to identify and address reported problems. Civix will have no responsibility for failure to provide application support and services as a result of Licensee's failure to cooperate with Civix. Rev 181108 CIVIX 5.3 Troubleshooting of Non-Civix Problems. Licensee acknowledges and agrees that Civix will be entitled to invoice, as additional services at Civix's then-prevailing rates as Fees, time and efforts spent providing support for reported problems which are not as the result of a fault in the Licensed Programs, including but not limited to problems caused by (a) incorrect or inaccurate data entered by or on behalf of Licensee, (b) data deleted erroneously by Licensee, (c) new installations post-go live as the result of new hardware acquired by Licensee, or(d)accurate reports which were asserted to be erroneous. ARTICLE 6—SERVICES 6.1 Scope of Work. Civix shall perform the services and provide Software and the deliverables as described in Attachment A (Software and Fees) and Attachment C (Support), collectively referred to as Services ("Services"). 6.2 Change Orders. Either Party shall have the right to request, in writing, changes in the Services. Civix shall not perform any such change in the Services unless compensation, schedule and scope of work are mutually agreed by the Parties in writing. 6.3 Schedule. The Services shall commence upon or about the Effective Date or such later date the Parties mutually agree upon. Civix agrees to diligently perform the Services and exercise commercially reasonable efforts to meet any estimated schedule set forth in Attachment C (Support). Notwithstanding the above,it is expressly understood and agreed that Civix shall not be liable as a guarantor of the estimated schedule. 6.4 Acceptance. Except where this Agreement provides different criteria, Services will be accepted if they have been performed in accordance with the specifications applicable to the Services. Upon notification by Civix that a Service (or associated deliverable) has been completed and is available for review and acceptance, Licensee will use commercially reasonable efforts to review within 7 business days after the notification, but in no event later than 10 business days after the notification. Civix will correct any unaccepted Services as described in ARTICLE 4 (WARRANTY). If no notification is delivered to Civix within the foregoing period, the Service will be deemed accepted. All accepted and deemed accepted Services remain subject to the terms of ARTICLE 4 (WARRANTY). ARTICLE 7—COMPENSATION 7.1 Fees Generally. Licensee agrees to pay Civix the Fees in accordance with the payment terms set forth in Schedule A (Software and Fees). Licensee's Fees include access to, and use of, Licensed Programs, Licensed Programs updates/upgrades, Hosting, Services, and Licensed Material. 7.2 Taxes. The Fees are exclusive of any tariff, duty, or tax, however designated, levied, or based including, without limitation, any taxes based on: (i)this Agreement; (ii)the Licensed Programs, Hosting or Services; (iii)the Licensed Material; or(iv)any materials or supplies furnished by Civix per this Agreement. Licensee is responsible for all applicable tariffs, duties or taxes applicable to this Agreement. ARTICLE 8—INDEMNIFICATION AND LIABILITY Rev 181108 C i V i X 8.1 Intellectual Property Indemnification. Civix warrants that it is authorized to grant Licensee the right to use the Licensed Material as defined in this Agreement. Licensee shall advise Civix promptly in writing of any notice or claim of infringement or of the commencement of any suit or action for infringement of a third party's intellectual property,and which claim or suit or action is based upon the use of the Licensed Material in accordance with the terms of this Agreement. If the use by the Licensed Material is in accordance with this Agreement, Civix will, upon receipt of notice hereinabove required, undertake at its own expense the defense of any such suit or action for infringement based upon such use by Licensee. Civix shall have charge and direction of the defense of such suit or action, and Licensee agrees that it will render Civix all reasonable assistance that may be required by Civix in the defense of such suit or action. Licensee shall have the right to be represented therein by an advisory counsel of its own selection at its own expense. Civix will seek to resolve the claim in consultation with Licensee, either by means of alternative arrangements for the services and Licensed Material, or by obtaining permission to use the intellectual property in question. If Civix fails to obtain permission for the continued use the intellectual property in question, or fails to provide a suitable replacement with equal or greater functionality, Civix may terminate this Agreement and refund any fees paid by Licensee related to such intellectual property for future use. Neither Civix nor Licensee shall settle or compromise any such claim or suit or action without consent of the other if the settlement or compromise obliges the other to make any payment or part with any property,or to assume any obligation or grant any licenses or other rights,or be subject to any injunction by reason of such settlement or compromise. Civix will have no obligation to indemnify Licensee for any claims of infringement which are (a) as the result of Licensee's use of the Licensed Material in violation of this Agreement, (b) as the result of Licensee's or a third party's modification of the Licensed Material, (c)as the result of Licensee's combination of the Licensed Material with any other hardware or software not authorized by Civix for use with the Licensed Material in writing or disclosed in the documentation as for use with the Licensed Material. 8.2 Consequential Damages Waiver. Neither Party shall, under any circumstances or in any event, be liable to the other Party for any special, punitive, indirect, incidental, or consequential damages of any nature, including, without limitation, loss of actual or anticipated profits or revenues; loss of production, by reason of shutdown, non-operation, or otherwise; increased expense of manufacturing or operation; loss of use; increased financing costs; or cost of capital. 8.3 Limit of Liability. Notwithstanding anything set forth in this Agreement, Civix's maximum liability in the aggregate for any claim arising under or otherwise related to this Agreement shall in no event exceed the amount of monies received by Civix under this Agreement in the 12 months prior to such claim. ARTICLE 9—CONFIDENTIALITY 9.1 Confidentiality Generally. Licensee acknowledges, agrees, and understands that the Licensed Material contains certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under intellectual property law, including trade secret laws, Licensee agrees not to disclose the Licensed Material to anyone unless allowed by Civix or required to do so by law. Licensee's confidentiality obligation does not extend to (a) information that is known to Licensee prior to obtaining the same from Civix; (b) information that is, at the time of disclosure by Civix, then in the public domain; or (c) information that is obtained by Licensee from a third party who did not receive same directly or indirectly from Civix and who has no obligation of secrecy with respect thereto. To the extent any Authorized Users have access to Licensed Material for the benefit of Licensee, Rev 181108 ej CIVIX such Authorized Users will be obligated to agree to protect the confidentiality of the Licensed Material to the same extent this Agreement obligates Licensee to protect the confidentiality of the Licensed Material and Licensee will ensure that such Authorized Users are bound by such confidentiality obligations. Licensee agrees to be liable for any breaches of such Authorized Users of the confidentiality of the Licensed Material. ARTICLE 10—TERM AND TERMINATION 10.1 License Term. This Agreement will commence on the Effective Date and shall remain in full force through the Initial Term, unless earlier terminated in accordance with this Agreement. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year terms (each a "Renewal Term")unless a party provides written notice on non-renewal at least 30 days prior to expiration of the then- current(Initial or Renewal)Term. The Initial Term and Renewal Term(s) shall be collectively referred to as the"Term". 10.2 Termination/Suspension for Default. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement by giving 30 days' prior written notice to the breaching Party; provided, however, that this Agreement shall not terminate if the breaching Party has cured the breach prior to the expiration of such 30-day period and the Agreement continues to remain in effect. However, if the breaching Party believes that it has performed its best efforts and has cured the breach, and the issuing Party is unreasonable in granting acceptance of the cure, then such dispute shall be resolved in accordance with this Agreement under the dispute resolution provisions of this Agreement. In lieu of termination, the non-breaching Party may suspend performance under this Agreement by such written notice until the breaching Party has cured the breach. 10.3 Termination for Insolvency. If (a) insolvency, receivership or bankruptcy proceedings are instituted by or against a Party and are not terminated within 30 days, (b)a Party makes an assignment for the benefit of creditors or(c)a Party admits an inability to pay its debts as they come due, then in any such event the other Party may in its sole discretion terminate this Agreement without notice. 10.4 Termination of License. Upon any expiration or termination of this Agreement, the License will terminate, and Licensee shall immediately: a) return the Licensed Materials to Civix or destroy all Licensed Materials in its possession; and b)give Civix written certification that through its best efforts and to the best of its knowledge, Licensee has complied with all of its obligations under this paragraph. 10.5 Survival. Except as set forth to the contrary herein,the Parties understand and agree that all terms and conditions of this Agreement, which by reasonable implication contemplate continued performance or compliance beyond the termination of this Agreement(by expiration of the term or otherwise)shall survive such termination and shall continue to be enforceable as provided herein. ARTICLE 11 —MISCELLANEOUS 11.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, excluding any choice of law provisions that may direct the application of any laws of any other jurisdiction. Subject to Section 11.2 (Mediation), the exclusive venue for any dispute or controversy between the Parties will be the state and federal courts located in Wilmington, Delaware, United Rev 181108 ( civix States. The Parties hereby irrevocably consent to jurisdiction and venue in such courts for this purpose, and the Parties waive objection to the jurisdiction and venue being in such courts. 11.2 Mediation. If during the course of this Agreement the Parties are unable to resolve any dispute or controversy arising out of or relating to the Agreement, such claims shall first be subject to non-binding mediation as a condition precedent to the initiation of any legal action (either court action or arbitration). Unless the Parties mutually agree otherwise in writing, the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association in effect at the time of the demand for mediation shall be applied at the mediation. Any such mediation will be located in Wilmington, Delaware, United States. Demand for mediation shall be made in writing. The Parties agree to share equally the mediator's fee and any filing fees. Any agreement reached in mediation shall be enforceable and binding upon both Parties. Each Party agrees to bear its own attorneys'fees associated with the mediation. 11.3 Assignment. Neither Party shall assign any interest in this Agreement by assignment, transfer, or novation, without prior written consent of the other Party; provided, however, that Civix may assign this Agreement (a) to any affiliate of Civix or (b) in connection with an assignment of all or substantially all of Civix's assets to which this Agreement relates. This provision shall not be construed to prohibit a Party from assigning to any banking, trust company, or other financial institution any money due or to become due from approved contracts without such prior written consent. Notice of any such assignment or transfer shall be furnished to the other Party. 11.4 Force Majeure. Neither Licensee nor Civix shall be considered in default in the performance of the obligations hereunder, except with respect to payment of monies hereunder, if such performance is prevented or delayed because of unavailability of labor, war, hostilities, revolution, civil commotion, acts of terrorism, strike, epidemic, accident, fire, wind, flood; or because of any act of God; or for any cause, whether similar or dissimilar, now or hereafter existing, beyond the reasonable control of the Party affected. The Party suffering a delay in its performance caused by an above described occurrence shall give notice thereof to the other Party as soon as reasonably possible thereafter, and shall use reasonable efforts to overcome such delay. In the event of such an occurrence, the Parties shall consult to determine how to overcome the effect on the Project and shall mutually agree to any equitable adjustment to the compensation due Civix hereunder. 11.5 Export. Licensee agrees to abide by any restrictions or conditions respecting the export, re-export, or other transfer of the Licensed Material disclosed and/or licensed to Licensee in accordance with this Agreement that are in effect now or are hereafter imposed by the United States Government, and will not export, re-export, or otherwise transfer the Licensed Material, except in full compliance with all relevant U.S. laws and regulations. 11.6 Specific Performance. The provisions of this Agreement are necessary for the protection of the business and goodwill of the Parties and are considered by the Parties to be reasonable for such purpose. The Parties agree that any breach of this Agreement will cause substantial and irreparable injury, for which monetary damages would not be an adequate remedy, and, therefore, in the event of any such breach, in addition to other remedies which may be available, the Parties shall have the right to seek specific performance and other injunctive and equitable relief, in accordance with the provisions of applicable Delaware law. The Parties further agree that, in the event injunctive relief is sought and to the extent permitted by Delaware law, neither Party should be required to post a bond in order to receive such equitable relief from the issuing Delaware Court. Notwithstanding this agreement, in the event that the Rev 181108 ( civix issuing Court nonetheless requires that a bond be posted, the Parties mutually agree that a bond not exceeding $500.00 is sufficient. 11.7 Miscellaneous. This Agreement is the entire agreement of the Parties on the subject matter hereof. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Licensee and Civix with respect to the subject matter hereof. In addition, this Agreement may not be modified or amended unless agreed by the Parties, reduced to writing, and signed by both the Licensee and Civix. Further, if any part of this Agreement is adjudged invalid, illegal or unenforceable, the remaining parts shall not be affected and shall remain in full force and effect. Headings in this Agreement are for convenience only and shall not affect the interpretation thereof. Rev 181108 € c1v1x IN WITNESS hereof, the Parties have executed this Agreement to be effective on the Effective Date set forth above. 115/StomtR;NAM > Civix Signature: Signature: Name: Name: Title: Title: Date: Date: The following attachments constitute a part of this Agreement and are incorporated herein by this reference. Attachment A—Software License and Support Fees Attachment B—Hosting Attachment C—Support Attachment D—Statement of Work Rev 181108 Civix ATTACHMENT A SOFTWARE LICENSE AND SUPPORT FEES The fees below are based on-airport size as defined by the Federal Aviation Administration, Commercial Service Airports based on Calendar Year 2019: https://bit.ly/3ifUNCV. Software Extended Price 'PRODUCT NAME> See table below ' SaaS,Support,and Hosting The prices shown above will increase by 3% at the beginning of each Contract Year. Annual Support Hours Cap: 80 hours. Licensee's annual Fees and included annual application support allotment applies to each Contract Year and shall not include unused application support time from prior Contract Years. Pa ment Schedule for Initial Term Yearly Total 0 'COO Payment Terms Licensee agrees to pay Civix the Fees in accordance with the payment terms set forth below: • Annual Fees: Due immediately upon signature for Year 1, and annual thereafter upon Anniversary Date • Fixed Price Services: o All services are fixed unless otherwise noted o Due and a able upon the following: t Award or Notice to Proceed (NTP):40% - Install and Setup Completion: 20% ▪ UAT Preparation Completion: 30%0 • Go Live: 10% • Time & Material Services (if not Fixed Price): Billed monthly in arears • Additional services ordered during the Term will be invoiced monthly at the above rate following the month services were rendered. Initial Term The Initial Term of this Agreement shall commence on the Effective Date and shall remain in full force until Lessee's 5th Anniversary Date. Additional Terms and Conditions Licensee may request additional services via this agreement based on the current hourly rates. Labor Category Hourly Rate Senior Product $195.00 Product $150.00 Project $175.00 Technical $150.00 The prices shown above will increase by 3% at the beginning of each Contract Year. Rev 181108 GA Civix ATTACHMENT B HOSTING Civix agrees to provide Licensee with access to the Software during the Term through a hosted computing environment. Hosting of the Software is provided through the Amazon Web Services (AWS) Cloud. AWS Cloud Working with AWS, Civix has developed innovative automations that ensure unique security controls are implemented by default, allowing for streamlined governance across multiple users. AWS Cloud is designed to host sensitive data, regulated workloads, and address the most stringent U.S. government security and compliance requirements — including the FedRAMP baseline and other compliance regimes.AWS meets the requirements of the most security-sensitive organizations with support for 98 security standards and compliance certifications—more than any other cloud offering. AWS Security For decades, Civix has grown and evolved to meet the needs of a public sector that faces significant challenges, including cybersecurity. Keeping data secure while anticipating and mitigating threats is at the heart of everything we do. Our software solutions are built on a foundation of best practices that include: • National Institute of Standards and Technology(NIST) Standards: Aims to align with the most stringent cybersecurity frameworks in the U.S. federal government. • Defense-in-Depth Strategies: Implements specific countermeasures in layers to defend against cyber threats and vulnerabilities. • Zero Trust Architecture: Prevents any user or device, inside or outside a network,from accessing an IT system until authenticated and continuously verified through a robust Identity and Access Management program that allows access to only necessary, specified resources. • Automated Provisioning: Facilitates end-to-end automation based on specifications, policies,and analytics—without the need for human intervention and opportunities for human error. • 24/7/365 Continuous Monitoring: Partners with Optiv, a leading managed security service provider (MSSP), to deliver around-the-clock security monitoring services that ensure preventive and ongoing real-time operational measures. • Best-in-Breed Security Tools: Taps into the power of best-of-breed security tools, such as AWS, CloudFlare, CrowdStrike, Optiv, Qualys, and MimeCast. AWS Layers of Protection Rooted in defense-in-depth strategies, Civix's approach to cybersecurity implements countermeasures in layers to create an aggregated security posture. Drawing on best practices and insights from leading InfoSec experts, our model ensures the most appropriate technologies are applied at every layer. When it comes to public sector cybersecurity, there isn't a single solution for defending against attacks. Cyber threats are continuously evolving, and thus, so is our cybersecurity program. We constantly realign with federal standards and industry best practices, push the bounds of innovation,and invest in partnerships to keep critical infrastructure systems and data secure. Further information: https://aws.amazon.com/stateandlocal/?hp=tile&tile=industries&wwps-cards.sort- by=item.additionalFields.sortDate&wwps-cards.sort-order=desc Service Level Agreement("SLA") 1. Uptime Target. Subject to specifically mentioned exceptions, Civix shall use commercially reasonable efforts to cause the Software to be available through the Hosting 99.5% of the time ("Service Level Target"), as measured on a monthly basis. In the event the Software and Hosting do not meet the Rev 181108 ( civix Service Level Target, Licensee may be eligible to receive a Service Credit in accordance with the procedures described below. 2. "Service Interruption" is defined as either the total loss of Licensee availability to the Software, or the degradation of a specific element or component the Software to an extent by which the Software is not functional for their intended purpose, subject to the exceptions described below. 3. Exceptions. Any interruptions to the Service(s) caused by or during any of the following events or circumstances shall not constitute a Service Interruption hereunder and shall not to be considered and/or included in, or for the purpose of, calculating any Service Credits available under this SLA: a. During any period where Licensee's payment of Fees is more than 30 days past due or where Civix has suspended the Agreement for late payment; b. Incidents outside Civix's reasonable control, including those described in Section 10.4 of the Agreement; c. Scheduled maintenance of the Hosting and Software for which Civix has notified Licensee; d. Incidents caused by equipment, software or other technology provided by Licensee or by a third party on behalf of Licensee; e. Incidents caused by a violation of this agreement, negligence or willful misconduct by Licensee or Licensee agents or employees. 4. Credit Request. If Licensee experiences a Service Interruption, to receive consideration for a Service Credit, Licensee must provide written notice to Civix within 30 days of such Service Interruption. The request should include, at a minimum, the date, time and duration of the Service Interruption. In instances of uncertainty or dispute as to whether an actual Service Interruption has occurred, Civix shall make a final determination with respect to such uncertainty and/or dispute, in good faith, based on its review of data provided by system logs, monitoring reports and configuration records,which Civix shall make available to Licensee at Licensee's request. 5. Service Credits. For each month, Civix will calculate the percentage of time where the Software was available through the Hosting with no Service Interruptions for which the Licensee has requested credit pursuant to Section 4 of this Service Level Agreement ("Uptime"). For each percent (1.0%)which the Uptime falls below the Service Level Target, Licensee will be entitled to a one-fifth of one percent(0.2%) reduction in the next Annual Fees(each such reduction, a"Service Credit"). For example, if the Uptime for a month were 97.5%, 2.0% below the Service Level Target, Licensee would be entitled to a 0.4% Service Credit on the next Annual Fees. 6. Service Credit Maximum. The parties acknowledge and agree that (a) the maximum Service Credit Licensee may receive for Service Interruptions as described in this SLA shall be no more than 5% of the next Annual Fees, and (b) the Service Credits prescribed under this SLA shall be the sole and exclusive remedy for any and all such Service Interruptions, in each case notwithstanding anything to the contrary in this SLA or elsewhere in this Agreement. Rev 181108 ( c 'v'x ATTACHMENT C SUPPORT The software covered by this support agreement includes the Licensed Programs plus any future versions of the Licensed Programs offered by Civix as an incremental upgrade. Future expansion of the system that requires modifications outside the support of the base system is not covered under this agreement. Software Support Policy Descriptions In accordance with the terms of this Agreement, Civix will furnish the following support services for the Licensed Programs. Enhanced Technical Support Civix has a dedicated 24/7/365 support portal for logging help desk tickets either via a product email address or directly within the support portal. In addition, Civix has a dedicated telephone support phone line (504) 304-0781. A Power User is defined as a trained, advanced user who can troubleshoot basic issues without assistance. Licensee is limited to two (2) designated Power Users at any one time, who will act as the support liaison between the Licensee and Civix. Licensee agrees that support may be provided through electronic communications or telephone support. Timeliness of Incident Resolution Civix shall use commercially reasonable efforts to provide modifications or additions to correct errors in the Software reported by Licensee. The level of support that Civix can provide is dependent upon the cooperation of Licensee and the quantity of information that Licensee can provide. Licensee agrees that efforts beyond the Annual Support Hours Cap set forth in Attachment A per Contract Year would not be commercially reasonable. If the Licensee cannot reproduce a problem or if Civix cannot successfully gather adequate troubleshooting information, Civix will require temporary login access on the licensee's system to identify and address the problem. This communication capability shall be accessible 24 hours a day, seven days a week. New Releases Incremental upgrade releases (not requiring modifications outside the support of the base system) and documentation will be made available for all purchased modules during the term of the Agreement. Program Enhancements Enhancement releases(not requiring modifications outside the support of the base system)for the software will be made available for all purchased modules during the term of the Agreement. Installation Assistance Support for the proper installation of the current release of the software, and any subsequent patches or updates described above will be made available through remote assistance. Online Training Online user training will be made available to Licensee through a web-based interface for up to eight (8) hours each agreement year in order to provide refresher training and support the training of new staff members. Rev 181108 ( civux ATTACHMENT D STATEMENT OF WORK SOFTWARE, SERVICES &ASSUMPTIONS [Delete and update any and all modules and services not included in this sale] SOFTWARE AirportlQ Business&Revenue Manager(ABRM) is a broad application providing a range of functionality from core operational processes to the facilitation of data-driven executive decisions. ABRM helps determine revenue streams, ensure accurate billing, reduce inefficiencies, and automate data exchanges. With predictive and prescriptive capabilities, airports can model adverse conditions, forecast their impact, and use analytics to choose the best recovery strategies. Detailed functionality includes: Agreement&Company Management Agreement&Company Management module enables airport staff to administer all aspects of the airport. relationship with entities that have a business relationship with the airport relative to revenue and no revenue lease provision details, amendments, billing rates and billing rules, insurance and sure compliance information, and contact management. Aeronautical&Activity Management The Aeronautical &Activity Management module of ABRM is used to manage all aviation-side activity f' the airport, including both fixed and variable such as passenger activity, passenger facility charges, cargi activities, aircraft details and landings/take-off statistics Billing& Invoicing Management The ABRM Billing & Invoicing Management module includes all the tools for accurate billing of tenants, concessions, and other entities who have a business relationship with the airport. Accounts Receivable Management Civix's Accounts Receivable module houses the tools for the collection of amounts owed to the Airport and the recordation of the payments received, providing a complete picture of customer accounts in real-time. The AIR Management module offers a complete selection of reports for analytical and other reporting purposes. GASB 87 GASB 87 training is included in standard ABRM implementation through three previously recorded group training sessions. • The airport is responsible for performing all GASB 87 configuration • Licensed Functionality is for one(1)public entity or division (i.e.an airport).Additional entities may be licensed under a separate agreement or addenda for additional fees. Property&Space Management The Property&Space Management module of ABRM is used to manage spaces and uses within the airport facilities and managed locations. With a client-customizable hierarchy, this module is used to track and manage the inventory of all spaces and parcels at all airport-owned facilities,both land-and airside, linking spaces to agreements and lease-provisions. Tenant Portal (includes Payment Portal) Civix's Tenant Portal module allows airport customers to access their invoice records and pay outstanding amounts online,while maintaining PCI DSS compliance. These payments are then automatically recorded in the Accounts Receivable module. Utilities Billing Management Civix's Utility Billing module facilitates the metering and billing of utility usage for electricity, water, natural gas, and other similar utility services. This module fully integrates with ABRM so that the utility billing is connected to agreement provisions and the automated billing generation and invoicing process. InsightlQ Business Intelligence As the airport's book of record, ABRM possesses the single version of the truth for revenue and statistical data. Overlaying Civix's Business Intelligence application, airports can mine this wealth of data in meaningful ways by producing and presenting data in actionable and easily understandable graphs and charts. AirportlQ Safety&Operations Compliance System (ASOCS) is a turnkey solution that provides a centroint of access for multiple operational units, such as airport safety, law enforcement, security, Rev 181108 Civix operations,terminal, wildlife, ARFF and communications. ASOCS functions as a fully integrated system that provides quick communication between airport staff and external agencies and will allow the STS to effectively manage and report all incidents and activities occurring at the airport. ASOCS Work Order module(ASOCS WO) helps prioritize, schedule, and assign maintenance work thiN needs to be performed as well as communicate vital task information to airport stakeholders and tenants who may be impacted. AirportlQ Safety and Management System (SMS)will guide your airport in managing safety risk using a process that is in use by safety and risk managers at several airports and follows the FAA Advisory Circular 150/5200-37A and FAA Supplemental Notice of Proposed Rulemaking on Safety Management System for Certificated Airports. It provides simple reporting of safety issues that is flexible to your airport's needs.This information is made available in reports and a management dashboard that provide useful charts and summaries of safety hazards and risks, along with the complete trail of reporting and risk assessment for each reported issue. AirportlQ Projects Manager (APM) is browser-independent capital improvement program that increases the effectiveness of an airport's project management processes and decreases the repetitive and time- consuming tasks associated with project management, With APM, STS can effectively manage a capital improvement program from the planning stage through close-out,ensuring that projects stay on time,within budget, and are properly funded. AirportlQ Situational Awareness(ASA) Civix will Implement our AirportlQ Situational Awareness (ASA) module. To accomplish the objectives. ASA deliverables will include the following: • COTS Setup—install and setup the ASA module; assist STS staff in user creation and setup • COTS Configuration — assist configuring the system settings, assets, POI, geofences, incident types and other functional aspects of the COTS solution. • System Integration Testing (SIT) — Civix effort to test the system and verify the standard functionality is provided and performs correctly • User Acceptance Testing (UAT)—STS effort with minimal guidance from Civix • Application Training—Two(2)training sessions performed remotely ASA-Specific Assumptions o ASA Commercial-Off-The-Shelf(COTS) Implementation — any new/custom features will require a formal Change Order with additional estimates and pricing as a COTS-plus effort o GIS services are not included;a base map of the STS campus will be provided SERVICES Oracle Export: Civix to duplicate Lessee's existing monthly, batch-level Oracle export/ABRM import Gatekeeper Integration: Civix to duplicate Lessee's existing monthly, summary-level AVI Gatekeeper exportlABRM import Automated Data Imports:Civix to automate the following activity imports:badging,fingerprinting,and fuel billing (with names on invoices). On a regular, presumably monthly, basis Lessee to export and provide Civix a list of names of people associated with badges, fingerprints and those with fuel access to import into ABRM. General Assumptions 1) Unless otherwise noted: a) Pricin will be honored for 90 da s from date of proposal c) Excludes any custom report conversions 2) Data Migration and Conversion a) Unless otherwise notes: i) For new installations (not applicable to upgrade clients),data migration from existing systems into ABRM is the responsibility of the Licensee. However, Civix will assist with this effort by Rev 181108 ( cvix providing Excel templates to import company,conta .4 Mte contract information,while the agreement proviSion Wilt need to be set up menu. ii) Licensee will perform all data cleansing and correction. Project Management& Planning Assumptions 1) The Civix Project Manager has the authority to control and execute the Project Management Plan to keep the project on schedule and within budget. 2) Target dates reflect an approximate project start date. All dates will proportionally shift based on the actual start date of the project. 3) Project schedule recognizes all national holidays (Memorial Day, July 4th, Labor Day, Thanksgiving, and Christmas), but exclude vacation days by Licensee or Civix. 4) Licensee is expected to provide timely responses,approvals, and/or deliverables as indicated in Civix's Project Management Plan. Delays in receiving such responses might hold up progress and lead to overall schedule delays and additional cost to Licensee. 5) Licensee is expected to attend and provide input at certain key meetings for the purposes of moving the project forward. Delays in attendance might hold up progress and lead to overall schedule delays and additional cost to Licensee. 6) For all hosted solutions, test and production systems will both be cloud hosted. 7) Civix is dependent on Licensee to carry out any required/requested acceptance testing within the agreed-upon timeframes. Rev 181108