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1st Amendment 05/20/2020 GJ�t C°UR"c o: Kevin Madok, CPA .. .... Clerk of the Circuit Court& Comptroller— Monroe Count Florida •ROE COUNT. Y1 DATE: June 3, 2020 TO: Roy Sanchez, Director Fleet Management Tapia Stoughton Executive Adtuiiiistrator, Fleet FROM: Pamela G. Hancock, D.C. SUBJECT: Mav 20' BOCC Meeting Attached is an electronic copy of the following item for your handling: C5 1st Amendment to the Agreement with Svnoxria Solutions, LLC,which was approved as agenda item C-11 on December 11, 2019,but iiiadvertently omitted Attachment B of the Amendment,with this Amendment hax iiig all exhibits and attachments. Should you have airy questions please feel free to contact me at (305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 Amendment to Agreement for GPS BASED TRANSPORTATION MANAGEMENT SOFTWARE SERVICES This Amendment to the Agreement dated June 6, 2019 is made and entered into this 11�' day.of December, 2019 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 and CONTRACTOR entered into an agreement on June 6, 2019 to acquire GPS based transportation management software services for the COUNTY'S Fleet Department, and _ WHEREAS CONTRACTOR has provided GPS based transportation management software services, including but not limited to 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 (2417/365), 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,the COUNTY desires to add additional Fleet Vehicles and equipment to GPS based transportation management software, WHEREAS, the GPS based transportation management software services under. the Agreement_dated June 6, 2019 and this Amendment both.utilize 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 6/1f17 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: 1: Attachment A to the Agreement as referenced in Article It;Scope of Services shall be amended and replaced with the revised Attachment A attached hereto which adds approximately 187 licensed Public Works Department vehicles and 103 off road Public Works Department equipment. 2. Article 7-Compensation and Term;7.1.1 Compensation Based on Specified Rates shall be amended to add Attachment Bt which adds pricing for the additional vehicles and equipment and to revise the Total Not To Exceed amount as follows: 7.1.1 The COUNTY shall pay the CONTRACTOR monthly In current funds for the CONTRACTORS performance of this Agreement based on the hourly rates or test rates outlined in Attachment B and Attachment Bt.The Total Estimated Not to Exceed Amount of Seven Thousand Ninety Dollars and Zero Cents($7,090.00)per month and Eighty-Five Thousand Eighty Dollars and Zero Cents($85,080)annually will apply to this Agreement. 3. In all other respects,the terms and conditions as set forth in the Agreement dated June ._.-----5",2019, remain in full force and effect. IN WITNES$WHEREOF,each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: Kevin Madok, Clerk OF MONROE COUNTY, FLORIDA - c_ n = By: G By: r '+i es Deputy Clerk o5/T^/a= 2- o Mayor/Chaff n w o -c- -V CONT CTOR <- = n; / -n N n B ' V\ en 0 Title: 2 !J t u20 The foregoing instrument was acknowledged before me this 2 L day of I I 204t by Who is( )personally known to me or( ) produced a driver's license as identification. r‘ u )��> I r CIn2 C-NOTARY PU .R IC, STATE OF JYIa PAa^ 1YCtcr4 DPI 11Pce- ry2cthnrslnn« Print,type of stamp commissioned name of MON OE COUNTY ATTORNEY'S OFFICE note ��wi'^^rr'+�,i, ant'O r-c4Mn r l ��y%Ipjy G, '�, PATRICIA EMU Fq W✓Y ,,g.cY0FSSIO4 OATA5919TA i COUNTY KAT(�RNEY _ ;�d W ( 2 c t SEAL i-•t c ATTACHMENT A(Revised 121119) ARTICLE It. . SCOPE OF AGREEMENT AND BASIC SERVICES • OWNERSHIP t3F EQUIPMENT: The CONTRACTOR Is the sole owner and titleholder to the equipment.The equipment consists of the units,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.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,This Agreement covers approximately 187 licensed Public Works Department vehicles and 103 off road Publi.c.Works Department equipment.The COUNTY agrees to pay:the CONTRACTOR the rental payment when due.in accordance with.the Local Government Prompt Payment Act,F.S, M,70.1f.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 e, 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.There Is no additional cast to the COUNTY for Internet service,cloud hosting,or labor for installation of hardware, • 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.; 5YIN5URANCE., CONTRACTOR warrants to provide the COUNTY at no additional cost the following:Automatic quarterly updates with new features,map data,patches.and hat 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%rep lacement spares on site and with additl anal spare replacements on site within 48 - hours,first occurrence fix or CONTRACTOR will provide a credit for one days charge for the. entire fleet.. .' + LIA011.1TY AND INSURANCE: Subject to F.S.768,28.The COUNTY is responsible for any losses or injurles caused solely by its negligence to the equipment,Subject to F.S. 76818.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 darnage or Injury caused by the equipment or its use.The County Is self-Insured and will maintain coverage under its self-insured plan,ThlsAgreement 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.itliAlNTENANMCE,ANCi CARE OE 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,provider!the COUNTY is not in payment default. LOCATIgNOFLQgIPMENT; 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 V 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.00NTRACTOR shall own all compilations or analysis of the data created by or for the CONTRACTOR.From time to times the CONTRACTOR-may-receive-data ar 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 discloswe 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. • INSTALLATION SURCHARGE,The total monthly rental price on this 5ynsurance Agreement includes one visit (at a mutually agree upon date) by the Contractor or its authorized.Contractor to install the contracted hardware and peripherals.: If Contractor 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 equipment will be.conducted at various locations. r 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:: • COMPARATIVE ANALYSIS. If Customer is utilizing Comparative Analysis, Contractor requires that the Customer meets Contractor's requirements for a currently supported Operating.system and a ; spatially accurate map. Contractor will have final approval in those requirements and specifications. - Attachment B 9330 Priority Way West Dr. t 1(i """�J' GOVERNMENT Indianapolis, IN 46240 Phone: 317-208-1700 AGREEMENT asy Toll Free: 877-796-6842 Fax: 317-208-2202 No: 21197 '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 D K-12 0 Other MunicipaIPO Number(if applicable): CONTRACT DURATION/NUMBER OF VEHICLES Term of Agreement: 0 12 Mo. 0 24 Mo. 0 36 Mo, 0 Mo. Total Number of Vehicles: Tax Exempt: 0 No 0 Yes(Attach Certificate) SILVERLINING EQUIPMENT LIST 21 Core Track&Trace El Ridership TYPE QTY 7 Fuel LMU: 10001S Comparative Analysis 2830 63 El Time and Attendance El ELD 100039 3640 96 0 Engine Diagnostics El DVIR Peripheral: 100028 1 Button Fob reader and buzzer 96 11 Turn by Turn Navigation El Inspection ❑ Here Comes The Bus Other: Carrier: 0 Synovia El Verizon 1:1 Sprint E AT&T Installation: Z Synovia 1:1 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_ RX Monthly Base Payment$27.00 X Number of Vehicles 96 $2,592.00- E Quarterly Base Payment$1.00_X Number of Vehicles 96 $ 96.00 0 Annually Total Rental Payment $3,8 2 2.00_ El Check Applicable Sales Tax $ 0.00 El ACH Total Rental Payment with Tax $3,822.00 El 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. AUTHORIZMION ompany Full Name(Please Print) G OAY Authorized/swatute Date Auth ' d Representative of Synovia Solutions,LLC (;(fA A Adzed Signer7 Printed ame Tit le- Synovia Solutions,LLC vl 9.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator Page I 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 RMA 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 ANEW 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 09.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator Page 2 Attachment B1 9330 Priority Way West Dr. !if ",` Indianapolis, IN 46240 SY'PPhone; 317-2Cb8�1700 qA T Toll Free: 877-796-6842 Fax: 317-208-2202 No: 23 628 } I,. Customer Legal Name Customer Billing Address(if different Monroe County Florida same Address Address 3583 South Roosevelt Blvd. City County City County - Key West Monroe State Zip Cade State Tip Code FL 33040 Location Contact: Phone Fax Salesperson Daryl Greenlee (305)292 3452 1 Peter Nemeth Tax ID# 59-6000749 0 K-12 121 Other Mu icipalPO Number{if applicable}: CONTRACT DURATION/NUMBER OF VEHICLE Term of Agreement: 0 12 Mo. 0 24 Mo. 2136 Mo. ❑�Mo. Total Number of Vehicles: 2943 Tax Exempt: Cl No 0 Yes(Attach Certificate) SILVERLII'NING SOFTWARE EQUIPMENT LIST 1 Core Track&Trace Ridership - TYPE QTY Comparative Analysis 0 Fuel Card LMU: 100015 2830 103 0 Time and Attendance 0 ELD 100039 3640 187 0 Engine Diagnostics D DVIR Peripheral 100029 1 Button Fob reader and buzzer 187 0 Turn by Turn Navigation 0 Inspection Here Comes The Bus Other: Carrier: 0 Synovia 0 Verizon - ❑ Sprint d AT&T Installation: 9 Synovia EJ Customer SPECIAL INSTRUCTIONS:Per Terms and Ccsnditlons of NJPA(Soureewell)Contract 022217-SSL with initial 12-month terns and 4 Two-year extensions. FOBS not Included,sold separately. RATE AND METHOD OF PAYMENT Base Payment 18.00 g Number of Vehicles 103 v $1,854,00 0 Monthly Base Payment$27.00 X Number of Vehicles 187 = $5,049= 0 Quarterly Base Payment$1,00 X Number of Vehicles 187 $ 187.00 _ ❑ Annually Total Rental Payment $7,090.00 0 Check Applicable Sales Tax $ 0.00 CI ACH Total Rental Payment with Tax $7,090.00 0 Credit Card PLEASE REACT BEFORE SIGNING., THE CUSTOMER AGREES TO RENT FROM VENDOR THE EQUIPMENT LISTER ABOVE, THE CUSTOMER AGREES TO ALL TERMS AND CONDMONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON,EXCEPT AS PROVIDED HEREIN. AUTHORIZATION Company Fu I Flame(Please Print) ,authorized Signature Crate Author ed ttepresentativ orsynouia 5+tlons,Li-C y Authorized Signer's Printed game Title f �,ynotrra Solutfnr�s;11.f t�P-t1 f>tilat P3ens�li�Eui'n CJrry,��ratStyn�rt t)r�o,rnrnntsdu 5jrrsnsdrxSc�l�srlrirr�irtfsti°n€un Pu,�e d i SyrtavlaSalutlans,LLCv19.0Muni please Return DrlgIvals(grtad Documents IaSynavtaSalesAdminlstratar Ad#42 RENTAL AGREEMENT TERMS AND CONDITIONS I.OWNERSHIP OF EQUIPMENT, Synovia Solutions, LLC(hereinafter referred to as"Vendor").is the sole owner and titleholder to the Equipment, The Equipment Consists of the unit($),all peripherals,and/or.connections and supplies used for installation.This Agreement constitutes a lease or baliment 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 Art,Customer also agrees to pay Twenty-Five Dollars($25)for each check or ACH that the bank returns forknufficient funds or any other reason,Vendor shall have the right to increase the rent upon renewal or extension of this Agreement,but Customer may.term3nate the Agreement when rate are Increased by the Vendor. Vendor shall notify Customer of the rental increase forty-five j45)days before the expiratlon 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 but fixes,6 months of"bread crumb"data plus 2 years of reporting;Proactive trouble shooting on it 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 reptacements,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.768.20,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 lass or damage to the Equipment or the injury to any person or property of another,and for all risks and liabilitles 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 County is self-insured and will maintain coverage under Its se Mosured Plan,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 cep 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 ail obligation and liability with respect ter 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 fts agents.Except for the Instance.of misuse or negligence,Vendor assumes full respansibitlty.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 RMA process outlined on the support page of the Synovia Solutions website. Install Labor is not lncluded< a.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 is quipment is not being properlym alntai n ed In the sole opI nion of Vendor,Vendor shall have the right,but not the obligation,to hoveit repaired or maintain d at a service facility.at the expense of Customer. 13..BIGHTS 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 toeing from the Customer nor portray the data in such a manner as to identify the Customer.Customer agrees that Vendor shall own al[ compilations or analysis of the data created by or for Vendor.:From time to time,Vendor may recelve 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. Cu.Aomer agrees that.it shall not be entitled to notice of such disclosure except as required by applicable state or federal law, 12,INSTALLATION SURCHARGE.The.total monthly rental price on this 5ynsurance 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 varlotts.locations. 19.IMPORTANT INFORMATION ABOUT PROCEVUR£S FOR OPENING ANEW ACCOUNT, To help the government fight thefundlng 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 yolk,(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, COMPARAT3VE 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 s omer Initials�— �. synavldsolutlans,LLGvtl,oMani Please Return OrlyfnvlS(ped Do.cunimtsin Synovia&*rAdministrator pag ry 60 DATE( D ) ACCMV CERTIFICATE OF LIABILITY INSURANCE 111012020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS I TS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE S NOT AFFIRMATIVELY OR NE ATIVELY AMEND, EXTEND R ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES OTCONSTITUTE A CONTRACT BETWEEN THE ISSUING I S ( ), AUTHORIZED REPRESENTATIVE PRODUCER,AND THE CERTIFICATE L . IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ie )must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement a this certificate does not confer ri to the certificate holder In lieu of such endarsamentl6l. PRODUCER AC Woodruff-Sawyer&Co. P E 415-391-21�1 PAX o 415 99 23 5CaliforniaStreet, for 12 E-MAILEgl San Francisco CA 94111 ISU R S AFFORDING COVERAGE C INSURERA:Chubb Indemnity Insurance Compariv 1 777 INSURED CAL4COR•01 INSURER :Great Northern Insurance Company 20303 Synovi Solutions L a subsidiary of alAm D INSURER C:Federal InsuranceGam an 021 15635 Alton Parkway, Suite 250 INSURER D Irvine CA 92618 INSURER E: INSURER F COVERAGES IC TE NUMBER:1353 0955 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. I SR E OF INSURANCE ADDL SUORMpa P UCY NU ER MPO DY EPF MPO Y EXP LIMITS LTR B X COMMERCIAL GE £ L LIABILITY Y 36061664 121=19 1211f2020 EACH OCCURRENCE S1,000.000 CLAIMS- DE L±J OCCUR r , $300,000 ED EX An Una 310,000 PERSONAL PERSONAL&ADV INJURY $1,000.000 GENT.AGGREGATE LIMITAPPLIESPER. GENERAL AGGREGATE S2,000,000 X POLICY 0 PRO'JECT LOG PRODUCTS-COMPtOPAGG $2,000.000 OTHER: S C AUTOMOBILE LIABILITY 73612368 1211/2019 12f112020 COMBINED SINGLE LIMIT 51,000.000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per a 'ent) 5 AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY D GE S AUTOS ONLY AUTOS ONLY n S C X UMBRELLA UAB OCCUR 78191327 12 I12019 121112020 EACH OCCURRENCE $5,000 000 EXCESS LLAB �,CLAIMS-MADE AGGREGATE $5,000.000 DED X RETENTIONS nnn S A WORKERS COMPENSATION 71771545 121112019 1211/2020 X PER dTH• DFMPLOYERS'UABILITY Y 1 N ARYPROPRICTORIPARTNEWEXECUTIVE NIA E.L.EACH ACCIDENT $1,000..000 OFFICE BEREXCLUDEo7 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000.000 If ee.describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACO O 101,Additional Remarks Schedule,maybe anachad if more space Is regtil ) Certificate holder is Induded as an Additional Insured with respect to General Liability and Auto Liability if required by written contract. MENAf - ' WAIVE`. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED I ACCORDANCE WITH THE POLICY PROVISIONS, Monroe County Board of County Commissioners 1111 12th St Suite 405 AUTHORIZED REPRESENTATIVE Key West FL 33040 1938-2015 ACORD CORPORATION. ll rights reserved. ACORD 2 (20161 ) The ACORD name and logo are registered marks of ACORD DATE(MID ) ACC>RV CERTIFICATE OF LIABILITY INSURANCE lkkl� 311 12020 THIS CERTIFICATE IS ISSUED S A MATTER OF INFORMATION ONL AND CONFERS I HTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE ES NOT AFFIRMATIVELY OR NEGATIVELYAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED Y THE POLICIES BELOW. THIS CERTIFICATE INSURANCE NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING I S E (S), AUTHORIZED REPRESENTATIVE PRODUCER,AND THE CERTIFICATE HOL . IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the olicy(les)must have ADDITIONAL INSURED rovisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement o this certificate does not confer rights to the certificate holder In lieu of such endorsement sl., PRODUCER TA Jessica Olson Woodruff-Sawyer&C . PHONE 415- 644 C 50 California Street, Floor 1 E-MAIL San Francisco CA 94111lolson@woodruffsawver.com INSURERS AFFORDING COVERAGE NAIL d INSURERA:Columbia Casualty Company 117 INSURED CALACOR 41 INSURER a ynovia Solutions LLC a subsidiary of CaLArnp Corp- INSURERc: 15635 Alton Parkway, Suite 250 INSURER o: Irvine CA 92618 INSURER E INSU R F: COVERAGES CERTIFICATE NUMBER:1 31 5267 REVISION 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. IN TSR TYPE OF INSURANCE AbDL SU R iffla POLICY NUMBER POLICY EPF MP Y EAP LIMITS LR COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS DE F—DCUR -PREi n S MED EXP JAnyone e S PERSONAL&ADV INJURY S GENI AGGREGATE LIMITAPPLIESPER. GENERAL A REGATE S POLICY PRO- JECT LOC PRODUCTS-COMPIOPAGO S OTHER: S AUTOMOBILE LIABILITY COMBINE SINGL LIMIT S AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY r S UMSRSLLA UAII DCCUR EACH OCCURRENCE S LESS LI _LJCLAIMS• E AGGREGATE 5 DED RETENTION 5 WORKERS COMPENSATION PER TH. AND EMPLOYERS'LIABILITY YIN 1 6� ANYPROPRIET4 TNEIEXECUTIVE N1A E.L.EACH ACCIDENT [S OFFICE BEREXCLUDED7 ;Mandatory In NH} E.L DISEASE-EA EMPLOYEE It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A Errors A OmfssionstCyberUabiliy 596636609 12JI12019 121112020 Per ClaWAggragate $10,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES IACORD 101,Additional Remarks Schedule,may be attached If more space Is requiradl CERTIFICATE L CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners 3583 . Roosevelt Boulevard AUTHORIZED REPRESENTATIVE Key West FL 33040 198 -2 15 ACORD CORPORATION. ll rights reserved. ACORD 2 (2 1 1©3) The ACORD name and logo are registered mars of ACORD