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06/06/2019 Agreement County of Monroe e's�t<. BOARD OF COUNTY COMMISSIONERS Mayor Sylvia J.Murphy,District 5 ::J Mayor Pro Tern Danny L. Kolhaae,District 1 The Florida Keys �+ Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 Monroe County Board of County Commissioners Office of the County Administrator The Historic Gato Cigar Factory 1100 Simonton Street, Suite 205 Key West, FL 33040 (305)292-4441 —Phone (305)292-4544:-Fax MEMORANDUM TO: Pam Hancock, Deputy Clerk FROM: Lindsey Ballard,Aide to County Administrator : DATE: June 13,2019. SUBJECT: Small Contract Small contract for your records only. Enclosures: Synovia Solutions,LLC— 1 copy enlcosed CONTRACT SUMMARY FORM Contract with: Svnovia Solutions. LLC Contract# N/A Effective Date: Upon Execution Expiration Date: Contract Purpose/Description: A GPS based transportation management software services for the COUNTY'S Fleet Department. Utilizing cooperative purchasing and pricing under a competitively bid solicitation by Sourcewell. For Fleet Management and Related Technology Solutions Sourcewell contract#022217-SSL ®Original Agreement(must be less than$50,000 and no more than I-year term) ❑Contract Amendment/Extension(extension of more than 6 months must be approved by BOCC) or ❑Renewal (Attach Renewal Form if all conditions for renewal as set forth in the Policy are met) Contract Manager: Daryl Greenlee 3452 Fleet Management/Stop#4 (Name) (Ext.) (Department/Stop#) CONTRACT COSTS Total Dollar Value of Contract: $ Not to Current Year Portion: $ Not to (Must be less than$50,000) exceed (If multiyear agreement then exceed requires BOCC approval,unless the 49,000.00 renewal meets all of the renewal 49,000.00 condition as set forth in Policy) Budgeted? Yes® No El Account Codes: 504-23503-530341- - Grant: $ N/A - - - - County Match: $ N/A - - - - ADDITIONAL COSTS Estimated Ongoing Costs: $N/A yr For: N/A (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) CONTRACT REVIEW • The contract review and approval must be completed before submitting to the County Administrator Department Director Date -5- /2 3(( Risk Management Datetaa O.M.B./Purchasing Date Co /-7 1 County Attorney Date AGREEMENT FOR GPS BASED TRANSPORTATION MANAGEMENT SOFTWARE SERVICES This Agreement ("Agreement") made and entered into this 6.Th day of du-hC , 20 10, by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND Synovia Solutions, LLC„ a Foreign Limited Liability Company of the State of Florida, whose address is 9330 Priority Way West Drive, Indianapolis, IN 46240 its successors and assigns, hereinafter referred to as "Synovia" or"CONTRACTOR", WITNESSETH: WHEREAS, COUNTY desires to acquire GPS based transportation management software services for the COUNTY'S Fleet Department; and WHEREAS, CONTRACTOR has agreed to provide GPS based transportation management software services which shall include but not be limited to providing Project Management, Hardware Activation & Configuration, Hardware Shipping & Installation & Testing, Hardware Warranty, Server Setup with Software, SaaS Software, System Hosting in Synovia Cloud, System Security&Off-Site Backups, Unlimited Users(Staff), Unlimited User Access(24/7/365), Unlimited Customer Support (24/7/365), Unlimited Software Updates & Enhancements, Unlimited Verizon Cell Service, Unlimited User Training (On-Line, Instructor Led), Live Spare Hardware with Every Order, Remote Access, Fleet Analyst Assistance - Single Point of Contact, which services shall collectively be referred to as the "Project"; WHEREAS, this Agreement will be utilizing cooperative purchasing and pricing under a competitively bid solicitation by Sourcewell, a unit of government created under Minnesota Law, for Fleet Management and Related Technology Solutions(contract#022217-SSL; effective 6/1/17 to 6/1/21); NOW,THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the COUNTY: 1.1.1 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.1.2 The CONTRACTOR has become familiar with the site(s) and the local conditions under which the Project is to be completed. 1.1.3 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.4 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.1.6 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.7 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A. The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the COUNTY. • 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Mr. Roy Sanchez Fleet Director Monroe County Fleet Management 3583 S. Roosevelt Blvd. Key West, Florida 33040 And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the CONTRACTOR: Peter Nemeth Senior Account Manager, Marketing Synovia Solutions, LLC 9330 Priority Way West Drive Indianapolis, IN 46240 ARTICLE III ADDITIONAL SERVICES 3.1 Additional services are services not included in the Scope of Basic Services. Should the COUNTY require additional services they shall be paid for by the COUNTY at rates or fees negotiated at the time when services are required, but only if approved by the COUNTY before commencement. 3.2 If Additional Services are required the COUNTY shall issue a letter requesting and describing the requested services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with the competitive rates under the Fleet Management and Related Technology Solutions Contract #022217-SSL, to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONTRACTOR proceed with the Additional Services. Any additional services must be funded and approved by the Board of County Commissioners. ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide full information regarding requirements for the Project including physical location of work and fleet documentation. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY and its representative to the CONTRACTOR if they become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services and work of the contractors. 4.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4.6 The COUNTY shall provide copies of necessary information or documents required to complete the work. 4.7 Any information that may be of assistance to the CONTRACTOR that the COUNTY has immediate access to will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s) and other persons employed or utilized by the CONTRACTOR in the performance of the contract. 5.2 The first ten dollars ($10.00) of remuneration paid to the CONTRACTOR is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONTRACTOR, the CONTRACTOR agrees and warrants that he shall hold the COUNTY harmless and shall indemnify him from all losses occurring thereby and shall further defend any claim or action on the COUNTY'S behalf. 5.3 In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify COUNTY from any and all increased expenses resulting from such delays. Should any claims be asserted against COUNTY by virtue of any deficiencies or ambiguity in the plans and specifications provide by the CONTRACTOR the CONTRACTOR agrees and warrants that CONTRACTOR hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further defend any claims or action on the COUNTY'S behalf. 5.4 The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 5.5 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions as indicated: NAME FUNCTION Jamie Murphy Project Manager Charlie Munro Installation Coordinator Charles Berg Field Installer Nick Mackey Field Installer James Prewitt Field Installer John Merrick Field Installer Alex Munoz Field Installer Charles Figueroa Field Installer Reggie Harrel Field Installer Devon Chin Field Installer Leron Gaskins Field Installer Dakota Bedwell Field Installer Levi Bedwell Field Installer John Finn Field Installer So long as the individuals named above remain actively employed or retained by the CONTRACTOR, they shall perform the functions indicated next to their names. If they are replaced the CONTRACTOR shall notify,the COUNTY of the change immediately. ARTICLE VII COMPENSATION and TERM 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The COUNTY shall pay the CONTRACTOR monthly in current funds for the CONTRACTOR'S performance of this Agreement based on the hourly rates or test rates outlined in Attachment B. The Total Estimated Not to Exceed Amount of Forty-nine Thousands Dollars and Zero Cents $( 49,000.00 )will apply to this Agreement. 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. (A) If the CONTRACTOR'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY may require. 7.3 BUDGET 7.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.4 TERM OF AGREEMENT 7.4.1 The initial term of this Agreement is for a 12-month period, This Agreement may be extended upon mutual agreement of the parties. The Agreement may be renewed after the initial term, for (4) four 2-year extensions in accordance with the term of the Fleet Management and Related Technology Solutions (contract#022217-SSL; effective 6/1/17 to 6/1/21). Any renewal of this Agreement must be in writing and signed by both the COUNTY and CONTRACTOR. ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty(60)days notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONTRACTOR shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of$100,000 per Accident, $500,000 Disease, policy limits, $100,000 Disease each employee. C. Comprehensive Business Automobile and Vehicle Liability Insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non- owned vehicles, with $200,000 per person, $300,000 per Occurrence, $200,000 Property Damage or$300,000 combined single limit. D. Commercial General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or subCONTRACTORs, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $300,000 per Person, $500,000 per Occurrence, $200,000 Property Damage or$500,000 Combined Single Limit. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional Liability Insurance or Engineer's Errors and Omissions insurance of $300,000 per occurrence and $500,000 annual aggregate. If the policy is a "claims made" policy, CONTRACTOR shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. F. Cyber Liability Insurance to include the following coverages: Data Breach, Network Security Liability, Internet Media, Network Extortion, regulatory Proceedings, PCI Fine and Cost. The minimum limits acceptable is: $1,000,000 G. COUNTY shall be named as an additional insured with respect to CONTRACTOR'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. H. CONTRACTOR shall require its subCONTRACTORs to be adequately insured at least to the limits prescribed above, and to any increased limits of CONTRACTOR if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subCONTRACTORs. I. CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. J. If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty(60) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 9.5 CONTRACT DOCUMENTS This contract consists of the Request for Proposals, any addenda, the Form of Agreement (Articles I-IX), the CONTRACTOR'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and attachments A, and B, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONTRACTOR will control. 9.6 PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subCONTRACTOR has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not • been formally charged with committing an act defined as a"public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or subCONTRACTOR is formally charged with an act defined as a"public entity crime" or has been placed on the convicted vendor list. 9.7 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.8 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree that venue shall lie in the 16th Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.3 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.10 ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 9.12 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.13 CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 9.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. 9.15 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.16 NONDISCRIMINATION CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4)The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.17 COVENANT OF NO INTEREST CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.18 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 9.19 NO SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.20 PUBLIC ACCESS. Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article of the Constitution of Florida. The County and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and CONTRACTOR in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County 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 this chapter 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 contract if the CONTRACTOR does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public records to the County upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . A CONTRACTOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The CONTRACTOR shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR 'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY- BRIANMONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 9.21 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.22 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.23 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.24 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.25 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.26 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.27 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Ati,47LBy: County Adminis for -JM;MONROE COUNTY ATTORNEY Date: i 1 '..AP V' AS TO ORM I I 1 CHRISTINE LIMBERT-BARROWS ASSISTANT copy ATTORNEY DATE: (1) Io1 CONTRACTOR By: a . Title: S rI 1 Ty"foregoing instrument was acknowledged before me this IM day of 2019,by Who is (personally known to me r( )produced a driver's license as identification. 44 GLORIA J.SHOWALTER NOTARY P IC, STATE OF FLORIDA NOTARY PUBUC SEAL 624/i/L STATE OF INDIANA Print,type of stamp commissioned name of notary . ��ai END OF AGREEMENT ATTACHMENT A ARTICLE II SCOPE OF AGREEMENT AND BASIC SERVICES • OWNERSHIP OF EQUIPMENT: The CONTRACTOR is the sole owner and titleholder to the equipment.The equipment consists of the units, all peripherals, and supplies used for installation.This agreement constitutes a lease or bailment and is not a sale or the creation of a security interest.The COUNTY shall not have, or at any time acquire any right,title or interest in the equipment except the right to possession and use as provided in this agreement. • RENTAL FEE AND PAYMENT: The COUNTY will be invoiced monthly for assets online and in- service only.Approximately 96 licensed Public Works Department vehicles and 63 emergency power generators.The COUNTY agrees to pay the CONTRACTOR the rental payment when due in accordance with the Local Government Prompt Payment Act, F.S. 218.70. If any payment is more than thirty(30)days late,the COUNTY agrees to interest rate in accordance with the Local Government Prompt Payment Act.The COUNTY also agrees to pay Twenty-Five Dollars (25$)for each check that the bank returns for insufficient funds or any other reason.The CONTRACTOR shall have the right to increase the rent upon renewal or extension of this agreement but the COUNTY may terminate the agreement when rates are increased by the CONTRACTOR.The COUNTRACTOR shall notify the COUNTY of the rental increase forty-five(45) days before the expiration of the initial term. Included in the cost to the COUNTY is$3,000.00 for 500 fobs. There is no additional cost to the COUNTY for internet service, cloud hosting,or labor for installation of hardware.Total cost to the COUNTY for first year agreement not to exceed $49,000.00. • BASIC SERVICES: The CONTRACTOR will provide hardware and software, Live vehicle and asset tracking, historical vehicle and asset tracking,employee log in tracking via FOB, unlimited alerts, reporting of all key equipment metrics, unlimited users, unlimited training, unlimited support, engine diagnostics, project manager for solution implementation,fleet advisor single point of contact,The CONTRACTOR assures software shall identify vehicle/asset number, location,travel time, mileage,asset operator,and asset operator time punch in. • SYINSURANCE: CONTRACTOR warrants to provide the COUNTY at no additional cost the following:Automatic quarterly updates with new features, map data, patches and hot fixes, 6 months of "bread crumb"data plus 2 years of reporting, proactive trouble shooting on a weekly basis, hardware script updates twice per year, uptime at 99%or CONTRACTOR will provide a credit for one days charge for the entire fleet, 100% lifetime hardware warranty with 2% replacement spares on site and with additional spare replacements on site within 48 hours,first occurrence fix or CONTRACTOR will provide a credit for one days charge for the entire fleet. • LIABILITY AND INSURANCE: Subject to F.S.768.28.The COUNTY is responsible for any losses or injuries caused solely by its negligence to the equipment. Subject to F.S. 768.28.the COUNTY assumes all risk and liability for the loss or damage to the equipment or the injury to any person or property of another, and for all risks and liabilities arising from the use, operation, condition, possession,or storage of the equipment.The COUNTY agrees to keep the equipment fully insured against loss and maintain insurance that protects the CONTRACTOR from liability for any damage or injury caused by the equipment or its use.This agreement specifically excludes damages or loss due to theft,vandalism, any use outside normal wear and tear,acts of god,or other circumstances outside the control of the CONTRACTOR. This agreement also excludes loss due to changes to cell phone providers,coverage area changes or other changes to cell phone or internet availability. The COUNTY understands and accepts that the hardware devices are carrier specific and any change to the carrier might result in non-performance of the hardware devices.The COUNTY agrees the CONTRACTOR is not responsible for any loss or damage due to changes to the cell carrier provider. • USE, MAINTENANMCE,AND CARE OF EQUIPMENT: The COUNTY shall be entitled to the absolute right to the use, operation, possession,and control of the equipment during the term of this agreement, provided the COUNTY is not in default of any provision of this agreement. The COUNTY shall assume all obligation and liability with respect to the possession of the equipment,and for its use and operation during the rental term.The COUNTY agrees to reimburse the CONTRACTOR in full for all damages to the equipment arising from any misuse or negligent act by the COUNTY, its employees,or its agents. Except for the instance of misuse or negligence,the CONTRACTOR assumes full responsibility for the performance of the hardware and software and any defective or non-functioning hardware (except wiring)will be replaced at no cost to the COUNTY, provided the COUNTY is not in payment default. • CONDITION OF EQUIPMENT: The COUNTY will allow the CONTRACTOR or its agents to inspect the equipment at any reasonable time where it is located. If the equipment is not being properly maintained in the sole opinion of the CONTRACTOR,the CONTRACTOR shall have the right, but not the obligation to have it repaired or maintained at a service facility at the expense of the COUNTY. • RIGHTS TO DATA: The CONTRACTOR retains the rights to anonymous summary data analysis and to share analysis with 3rd parties.The CONTRACTOR will not identify the data source as being from the COUNTY nor portray the data in such manner as to identify the COUNTY.The COUNTY agrees that the CONTRACTOR shall own all compilations or analysis of the data created by or for the CONTRACTOR. From time to time,the CONTRACTOR may receive data or information requests or subpoenas from third parties,either as a result of an investigation or pending litigation.The COUNTY hereby consents to the CONTRACTORS disclosure of such data or information requested pursuant to a valid and enforceable document request or subpoena. The COUNTY agrees that it shall not be entitled to notice of such disclosure except as required by applicable state or federal law. • LOCATION OF EQUIPMENT: Initial hardware to be installed by the CONTRACTOR at various locations designated by the COUNTY.The County installs, removes and re-installs hardware from current assets to new assets after start-up installations have been completed.THE CONTRACTOR will remove all hardware from COUNTY assets with COUNTY assistance at the time agreement is not extended or is voided by the CONTRACTOR or the COUNTY. Attachment B 5�;• 9330 Priority Way West Dr. GOVERNMENT Sy n s u ra n ce Indianapolis, IN 46240 •S novia- Phone: 317-208-1700 AGREEMENT yorwr:o►is Toll Free: 877-796-6842 Fax: 317-208-2202 No: 21197 i Customer Legal Name Customer Billing Address(If different) Monroe County Florida Address Address 3583 South Roosevelt Blvd. City County City County Key West Monroe State Zip Code State Zip Code FL 33040 Location Contact: Phone Fax Salesperson Daryl Greenlee (305)292 3452 Peter Nemeth Tax ID# 59-6000749 E K-12 ❑x Other MunicipalPO Number(if applicable): CONTRACT DURATION/NUMBER OF VEHICLES Term of Agreement: ® 12 Mo. ❑ 24 Mo. ❑ 36 Mo. ❑ Mo. Total Number of Vehicles: Tax Exempt: ❑ No ® Yes(Attach Certificate) SILVERLINING SOFTWARE EQUIPMENT LIST ❑x Core Track&Trace ❑ Ridership TYPE QTY ❑ Comparative Analysis ❑ Fuel Card LMU: 100015 2830 63 ❑ Time and Attendance ❑ ELD 100039 3640 96 lI Engine Diagnostics ❑ DVIR Peripheral: 100028 I Button Fob reader and buzzer 96 ❑ Turn by Turn Navigation ❑ Inspection ❑ Here Comes The Bus Other: Carrier: ❑x Synovia ❑ Verizon ❑ Sprint ❑ AT&T Installation: ® Synovia ❑ Customer SPECIAL INSTRUCTIONS: Per Terms and Conditions of NJPA(Sourcewell)Contract#022217-SSL with initial 12- month term and 4 Two -year extensions. FOBS not included, sold separately. RATE AND METHOD OF PAYMENT Base Payment$ 18.00 X Number of Vehicles 63 = $1,134.00 © Monthly Base Payment$27.00 X Number of Vehicles 96 = $2,592.00 ❑ Quarterly Base Payment$1.00 X Number of Vehicles 96 = $ 96.00 ❑ Annually Total Rental Payment $3,822.00 ❑ Check Applicable Sales Tax $ 0.00 ❑ ACH Total Rental Payment with Tax $3,822.00 ❑ Credit Card PLEASE READ BEFORE SIGNING: THE CUSTOMER AGREES TO RENT FROM VENDOR THE EQUIPMENT LISTED ABOVE. THE CUSTOMER AGREES TO ALL TERMS AND CONDITIONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON, EXCEPT AS PROVIDED HEREIN. AUTHORIZ ION )11 ompany Full Name(Please Print) Oh vr, — Of►r/s9) ►ul-4-) 4____. Authorize at e Date Autho ' ed Representative of Synovia Solutions,LLC i.GU l My 4er M • %rNS _I.-- SUf A h rized Signe Printed ame Title - rivo. , (-41 Synovia Solutions,LLC v19.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator Page 1 RENTAL AGREEMENT TERMS AND CONDITIONS 1. OWNERSHIP OF EQUIPMENT. Synovia Solutions, LLC (hereinafter referred to as "Vendor") is the sole owner and titleholder to the Equipment. The Equipment consists of the unit(s),all peripherals,and/or connections and supplies used for installation.This Agreement constitutes a lease or bailment and is not a sale or the creation of a security interest.Customer shall not have,or at any time acquire,any right,title or interest in the Equipment,except the right to possession and use as provided in this Agreement. 2. RENT.The Customer agrees to pay Vendor the rental payment when due in accordance with the Local Government Prompt Payment Act,F.S.218.70.If any payment is more than thirty(30)days late,the Customer agrees to interest rate in accordance with the Local Government Prompt Payment Act.Customer also agrees to pay Twenty-Five Dollars($25)for each check or ACH that the bank returns for insufficient funds or any other reason.Vendor shall have the right to increase the rent upon renewal or extension of this Agreement,but Customer may terminate the Agreement when rates are increased by the Vendor. Vendor shall notify Customer of the rental increase forty-five(45)days before the expiration of the Initial Term. 3.SYNSURANCE. Vendor warrants to provide to Customer at no cost the following: Automatic quarterly updates with new features,map data,patches and hot fixes;6 months of"bread crumb"data plus 2 years of reporting;Proactive trouble shooting on a weekly basis;hardware script updates twice per year;Uptime at 99%or Vendor will provide a credit for one days charge for the entire fleet;Lifetime hardware warranty with replacements;2%spares on site with spare replacement within 48 hours;First occurrence fix or Vendor will provide a credit for once days charge for the entire fleet. 6.LIABILITY AND INSURANCE.Subject to F.S.768.28,The Customer is responsible for any losses or injuries caused solely by its negligence to the Equipment. Subject to F.S.768.28,Customer assumes all risk and liability for the loss or damage to the Equipment or the injury to any person or property of another,and for all risks and liabilities arising from the use,operation,condition,possession or storage of the Equipment.The Customer promises to keep the Equipment fully insured against loss and maintain insurance that protects Vendor from liability for any damage or injury caused by the Equipment or its use. The Customer will submit the required insurance to their liability carrier and have them provide the company with a COI.This Synsurance Agreement specifically excludes damages or loss due to theft,vandalism,any use outside normal wear and tear,Acts of God,or other circumstances outside the control of Synovia. This agreement also excludes loss due to changes to cell phone providers,coverage area changes or other changes to cell phone or internet availability. Customer understands and accepts that the hardware devices are carrier specific and any changes to the carrier might results in non- performance of the hardware devices. Customer agrees that Synovia is not responsible for any loss or damage due to changes to the cell carrier provider. 7.USE,MAINTENANCE,AND CARE OF EQUIPMENT.The Customer shall be entitled to the absolute right to the use,operation,possession,and control of the Equipment during the term of this Agreement, provided Customer is not in default of any provision of this Agreement.The Customer shall assume all obligation and liability with respect to the possession of the Equipment,and for its use and operation during the rental term.Customer agrees to reimburse Vendor in full for all damage to the Equipment arising from any misuse or negligent act by Customer,its employees,or its agents.Except for the instance of misuse or negligence, Vendor assumes full responsibility for the performance of the hardware and software and any defective or non-functioning hardware (except wiring)will be replaced at no cost to the customer, provided the Customer is not in payment default. Customer acknowledges full cooperation in the RIM process outlined on the Support page of the Synovia Solutions website. Install Labor is not included. 8. LOCATION OF EQUIPMENT.The Customer will allow Vendor or its agents to inspect the Equipment at any reasonable time where it is located. If the Equipment is not being properly maintained in the sole opinion of Vendor,Vendor shall have the right,but not the obligation,to have it repaired or maintained at a service facility at the expense of Customer. 13. RIGHTS TO DATA. Vendor retains the rights to anonymous summary data analysis and to share analysis with 3rd parties.Vendor will not identify the data source as being from the Customer nor portray the data in such a manner as to identify the Customer.Customer agrees that Vendor shall own all compilations or analysis of the data created by or for Vendor. From time to time,Vendor may receive data or information requests or subpoenas from third parties,either as a result of an investigation or pending litigation. Customer hereby consents to Vendor's disclosure of such data or information requested pursuant to a valid and enforceable document request or subpoena. Customer agrees that it shall not be entitled to notice of such disclosure except as required by applicable state or federal law. 18. INSTALLATION SURCHARGE.The total monthly rental price on this Synsurance Agreement includes one visit(at a mutually agree upon date) by the Vendor or its authorized Contractor to install the contracted hardware and peripherals. If Vendor or its assigned Contractor is requested by Customer to return after the initial visit to install hardware on vehicles or assets,Customer agrees to pay$750 per Installer per day for Installation services.Installation of the contracted hardware and peripherals for the vehicles would be conducted on three sites,Key West Garage,Marathon Garage and Plantation Key Garage.Installation of the contracted hardware and peripherals for the Generators will be conducted at various locations. 19.IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities,Federal law requires all financial institutions to obtain,verify and record information that identifies each person who opens an account. What this means for you: When you open an account,we will ask for(i)if you are a legal entity,your name,address,and other information that will allow us to identify you; (ii) if you are an individual, your name, address, and date of birth. We may also ask to see your driver's license or other identifying documents. 20. COMPARATIVE ANALYSIS. If Customer is utilizing Comparative Analysis,Vendor requires that the Customer meets Vendor's requirements for a currently supported Operating System and a spatially accurate map. Vendor will have final approval in those requirements and specifications. Customer Initials Synovia Solutions,LLC v19.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator Page 2 Aco CERTIFICATE OF LIABILITY INSURANCE DATE(MM'DD/YYYY) kerw./--' 5/31/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER. CONTACT Stacie Gascho Account Manager NAME: g Henriott Group, Inc. PHC ONNo.Ext): (765)429-5000 (A/C,No):FAX (765)423-2599 Renaissance Place E-MAIL sgascho@henriott.com ADDRESS: 250 Main Street, Suite 650 INSURER(S)AFFORDING COVERAGE NAIC 8 Lafayette IN 47901-1287 INSURER A:Travelers Proprty Casualty Co of Am. 25674 INSURED INSURER B:Travelers Casualty and Surety Co of Am 31194 Synovia Solutions LLC INSURER C: 9330 Priority Way West Drive INSURERD: INSURER E: Indianapolis IN 46240 INSURERF: COVERAGES CERTIFICATE NUMBER:18-19 Special Wording REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSD SWVD R POLICY NUMBER POLICY EFF POLICY EXP LIMITS {MMIDDIYYYY) (MMIDD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO A CLAIMS-MADE X OCCUR PREMISES(Ea o currrrence) $ 300,000 X ZLP-15R36958-18-I5 11/1/2018 11/1/2019 MED EXP(Any one person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY X 78- X LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED AUTOS AUTOS X BA-OL33881A-18-I5-C 11/1/2018 11/1/2019 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) $ Medical payments $ 5,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAR A CLAIMS-MADE AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 CUP-1L956172-18-I5 11/1/2018 11/1/2019 S WORKERS COMPENSATION X PER X OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? A (Mandatory in NH) UB-7J403304-18-I5-G - 11/1/2018 11/1/2019 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 B DIRECTORS & OFFICERS LIAB 106014972 11/1/2018 11/1/2019 OCCURRENCE $2,000,000 A CYBER LIAB ZPL-16N01769-18-15 11/1/2018 11/1/2019 OCCURRENCE $3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate holder is named as an Additional Insured with respect to General Liability and Auto Liability if required by written contract. - ($K ) BY DATE 0-3 J1 J WAIVER 1dlk. ._ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of County THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1111 12th St Suite 408 AUTHORIZED REPRESENTATIVE Key West, FL 33040 �/�y��.r� -/�1 Stacie Gascho/NANCYO "I I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401)