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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.
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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
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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
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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
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 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
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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.
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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 wntten 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
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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
A,.ORh1 MENT 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
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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 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
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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,
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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
(8)(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
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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. 119.10.
(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
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ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOAMIAMIBEACHFL.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
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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.
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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.d/b/a TADERA
Signature: Signature: id
Name:A T.Hudak Name:
Laurent Memvielle
Title:City Manager Title:
Group Leader
Date: 02/15/24
Signal
APPROVED AS TO
Name: Rafael E. Granado FORM &LANGUAGE
C ny &FOR EXECUTION
Title: City Clerk k K):,v (D2J())2 i
City Attorney Date
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
Attachment D—Statement of Work B "
AtaiN
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ATTACHMENT A
SOFTWARE LICENSE AND SUPPORT FEES
Annual license Investment
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
PBRM core setup Included
Billing&Invoicing Included
Accounts Receivable Included
Space Textual Included
Space GIS Included
Si-directional API Integration: Munis Included
Customized reports,2 Included
AD 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.
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 S $ 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
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• 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 4 Hourl ry Rate
Senior Product ! $195.00
Product —i $150.00
Project $175.00
Technical $150.00
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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 Layers 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://aws.amazcn.cgm/stateandlocal/?hp=tile&tile-industries&wwps-cards.sort_
by=item.additiona l F ieids.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
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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;
h. 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.
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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
Tadera shall use commercially reasonable efforts to provide modifications or additions to correct errors in
tie'S4ftware reported by Licensee. The level of support that Tadera can provide is dependent upon the
coo►feration 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.
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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.
2 .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 tiles.
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.
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Protect 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.
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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
• Verify the condition of the data. conversion, migration, and
synchronization plan.
• Load the converted data into the
proposed platform's database. • Collaborate in the design and
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.
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Implementation Phases and Deliverables
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 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
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Sample Project Schedule
TASK NAME DURATION RESOURCE
(IN WORKDAYS)
PBRM LEASE SOFTWARE IMPLEMENTATION 95 DAYS
Contract Signing and Initial Planning 10 days
Notice to Proceed to TADERA 0 days TADERA
Initial Planning 5 days TADERA
Develop Project Schedule 5 days TADERA
Draft Kickoff Presentation 5 days TADERA
Review Project Schedule 5 days City
Review Kickoff Presentation 5 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 GL 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
DocuSign Envelope ID: 11169665-AODB-43EB-97E6-7278BDA7A168
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
DocuSign Envelope ID: 11169665-AODB-43EB-97E6-7278BDA7A168
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 c day of ✓u r 2023.
ATTEST:
JUL 9820?.3
RAFAEL E. GRANADO, CITY CLERK DAN GELBER, MAYOR
�P1`B,
tI11CORPIORA1EO'
y ...�_;:,, •�g_= APPROVED AS TO
Cy Zo FORM & LANGUAGE
& FOR EXECUTION
City Attorney Date
DocuSign Envelope ID: 11169665-AODB-43EB-97E6-7278BDA7A168
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.
BACKGRQUND/HISTQRY
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
DocuSign Envelope ID: 11169665-AODB-43EB-97E6-7278BDA7A168
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.
ANA .YSIS
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
2"d ranked - Trescope, Inc.
A summary of each top-ranked firm follows based on information provided by each firm.
OCR 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_l nc..
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
DocuSign Envelope ID. 11169665-AODB-43EB-97E6-7278BDA7A168
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 i riot anticipated that grant funding will be utilized for this project.
Amount(s)/Account(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
demsanstrable record of successful implementations with other local cities, counties, and
aver;ies, such as the City of Fort Lauderdale, Palm Beach County, and the Greater Orlando
A.iation 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.
Ap-plicatleArea
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
DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168
No No
Legislative Tracking
Facilities and Fleet Management/Procurement
ATTACHMENTS:
Description
u Attachment A
o Resolution
Page 69 of 1588
DocuSign Envelope ID: 11169665-AODB-43EB-97E6-72788DA7A168
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DocuSign Envelope ID:11169665-AODB-43EB-97E6-72780DA7A168
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:1 1 1 69665-AODB-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
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 Tad era'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
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 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
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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.
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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
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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
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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 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 (if) 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
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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.
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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 (8)(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
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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 falls to provide the public records to the Licensee within a reasonable time
may be subject to penalties under s. 119.10.
(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
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ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOAMIAMIBEACHFL.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
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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.
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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.d/b/a TADERA
Signature: Signature:
Name:A T.Hudak Name:
Laurent Memvielle
Title:City Manager Title:
Group Leader
Date: 02/15/24
Signature:
APPROVED AS TO
Name:Rafael E.Granado FORM&LANGUAGE
&FFO�Rp�EXECUTION .t
Title:City Clerk % W CGI1 v tDzj(�✓'Z
City Attorney 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
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ATTACHMENT A
SOFTWARE LICENSE AND SUPPORT FEES
Annual License Investment
PBRM $ 40,000.00
Billing Included
Accounts Receivable $ 7,000.00
Space Textual Included
Space GIS S 4,000.00
Export Support(2) $ 5,000.00
Subtotal License Fees $ 51,000.00
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—
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
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• 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.
Labor Category ( Hourly Rats
Senior Product I $195.00
Product $150.00
Project $175.00
Technical $150.00
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•
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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://aws.amazon.com/stateandlocal/7hp=tile&tile=industries&wwps_cards.sort-
bv=item.additionalFields.sortOate&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
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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.
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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
Tadera shall use commercially reasonable efforts to provide modifications or additions to correct errors in
fie Software reported by Licensee. The level of support that Tadera can provide is dependent upon the
ceof eration 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.
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•
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 A/R Management module offers a complete selection of reports for analytical and other reporting
purposes.
Property&Space Management
The Proporty & 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.
31Tadera 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.
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Draft Contract no.23-217-01
Protect 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.
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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.
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Draft Contract no.23-217-01
Implementation Phases and Deliverables
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 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
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Draft Contract no.23-217-01
Sample Project Schedule
TASK NAME DURATION RESOURCE
(IN WORKDAYS)
PBRM 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 5 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 GL 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
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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
DocuSign Envelope ID: 1 1 1 6 966 5-AODB-43E8-97E6-7278BDA7A168
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 o�6 day of u( 2023.
ATTEST: _
JUL 782 ?3
RAFAEL E. GRANADO, CITY CLERK DAN GELBER, MAYOR
r�?'M1•e�CS','s
?INCORP'+ORATED.
1�t7 .'h s
.•��: APPROVED AS TO
..................... FORM & LANGUAGE
& FOR EXECUTION
City Attorney Date
DocuSign Envelope ID:11169665-AODB-43EB-97E6-7278BDA7A168
Competitive Bid Reports-C2 E
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Nina 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 AD MI NI STRATI ON.
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.
BACKGRQUND/HISTQRY
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.
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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 Terre, 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
2rd ranked—Trescope, Inc.
A summary of each top-ranked firm follows based on information provided by each firm.
GCR Inc. d/b/a 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.
Tresewe 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.
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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)/Account(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
dernpnstrable record of successful implementations with other local cities, counties, and
ae ies, such as the City of Fort Lauderdale, Palm Beach County, and the Greater Orlando
A iation 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.
App1ioa121e.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?
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No No
Legislative Tracking
Facilities and Fleet Management/Procurement
ATTACHMENTS:
Description
o Attachment A
❑ Resolution
Page 69 of 1588
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