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Item C35 C.35' J �� BOARD OF COUNTY COMMISSIONERS County of Monroe ire �f �r�l � � Mayor Heather Carruthers,District 3 The Florida.Keys Mayor Pro Tem Michelle Coldiron,District 2 Craig Cates,District I David Rice,District 4 Sylvia J.Murphy,District 5 County Commission Meeting July 15, 2020 Agenda Item Number: C.35 Agenda Item Summary #7099 BULK ITEM: Yes DEPARTMENT: Fleet Management TIME APPROXIMATE: STAFF CONTACT: Daryl Greenlee (306) 292-3452 N/A AGENDA ITEM WORDING: Approval of Second Amendment to Agreement with Synovia Solutions, LLC, for GPS based transportation management software services, to exercise the first renewal term retroactive to June 6, 2020, and to combine the two previous monthly compensation amounts into one monthly payment of$10,912.00. ITEM BACKGROUND: The County entered into an Small Contract/Agreement ("Agreement") with Synovia Solutions, LLC ("Synovia") on June 6, 2019, for a one-year term, which terminated on June 5, 2020. The Agreement was to acquire GPS based transportation management software services for the COUNTY'S Fleet Department at a monthly compensation of$3,822.00. The parties entered into an Amendment to Agreement on December 11, 2019, ("Amendment"), in which additional Fleet Vehicles and equipment was added to the GPS based transportation management software, with an amended Scope of Services and increased the compensation due to CONTRACTOR. The added services provided under the Amendment resulted in an additional monthly payment of$7,090. The December Amendment was ratified on May 20, 2020, to correct an inadvertent error in that an attachment had been mistakenly omitted in the December 2019 approval. This Second Amendment seeks approval to exercise the County's option renew the original Agreement for the first of four (4) two-year renewals and to approve the term retroactive to June 6, 2020, and to terminate on June 5, 2022. This Second Amendment also seeks to combine the two monthly compensation amounts into one (1) invoice for a total monthly compensation of$10,912.00 and a total estimated not to exceed amount of $130,944.00 annually as shown on Attachment C to the Second Amendment. PREVIOUS RELEVANT BOCC ACTION: June 6, 2019 BOCC approved the Small Contract/Agreement with Synovia Solutions, LLC for GPS based transportation management services. December 11, 2019 BOCC approved the Amendment to Agreement with Synovia Solutions, LLC, for additional GPS services. May 20, 2020 BOCC ratified the Amendment to Agreement with Synovia which was Packet Pg. 1313 C.35 approved on December 11, 2019, to include all referenced Attachments in the Amendment. CONTRACT/AGREEMENT CHANGES: First Renewal Agreement STAFF RECOMMENDATION: Approval DOCUMENTATION: REV Second Amendment to Agreement- Synovia 7-15-2020 (Final - legal stamped) (Executed 7/2/20) Approved COI Approved COI Workers Comp, Auto and FL 1st Amendment dated 12-11-19 and ratified 05 20 2020 Final Signed and Approved Agreement with Synovia Solutions (June 6, 2019) FINANCIAL IMPACT: Effective Date: June 6, 2020 Expiration Date: June 5, 2022 (Subject to renewal per Agreement) Total Dollar Value of Contract: 130,944.00 Total Cost to County: 130,944.00 Current Year Portion: 85,080.00 Budgeted: Yes Source of Funds: 504-23503-530341 CPI: No Indirect Costs: No Estimated Ongoing Costs Not Included in above dollar amounts: None Revenue Producing: No If yes, amount: Grant: No County Match: No Insurance Required: Yes Additional Details: A new combined total of$10,912.00 per month,with the total not to exceed annual amount to be $130,944.00. REVIEWED BY: Roy Sanchez Completed 06/30/2020 2:35 PM Kevin Wilson Completed 06/30/2020 3:29 PM Patricia Eables Completed 06/30/2020 3:30 PM Purchasing Completed 06/30/2020 3:46 PM Packet Pg. 1314 C.35 Budget and Finance Completed 06/30/2020 4:30 PM Maria Slavik Completed 06/30/2020 5:22 PM Kathy Peters Completed 06/30/2020 5:30 PM Board of County Commissioners Pending 07/15/2020 9:00 AM Packet Pg. 1315 C.35.a Second Amendment to Agreement for GPS BASED TRANSPORTATION MANAGEMENT SOFTWARE SERVICES This Second Amendment to the Agreement dated June 6, 2019, as amended, is made and entered into this 15gh day of July, 2020, 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,"Y,"through the Monroe County Board f County Commissioners (" " ), AND Synovia Solutions, LLC, a Foreign Limited Liability Company of the State of Florida, whose addr4ess is 9330 Priority Way West Drive, Indianapolis, Indiana 46240, its successors and assigns, hereinafter referred to as "SN IA" or"CONTRACTOR", I SSET H: WHEREAS, COUNTY and CONTRACTOR entered into are Agreement on June 6, 2019, to acquire GPS based transportation management software services for the ,S Meet �. Department ("Original Agreement"), which was for an initial one year term beginning .lone 6, 2019, and terminating on June 5, O Oq and LO WHEREAS, COUNTY and CONTRACTOR catered into an Amendment to Agreement n December 11, 2019 ("Amendment"), in which additional Fleet Vehicles and equipment ent was added to the GPS based transportation management software, with an amended Scope of Services as shown in Revised Attachment A to the Amendment,ent, and increased the compensation date t CONTRACTOR as outlined on the Attachments id and B l to theAmendment; and � WHEREAS, on May 20, 2020, the BOCC ratified the Amendment dated December 11, 2019, as Attachment B had inadvertently been omitted from the initial Amendment, and the Amendment as ratified, included all referencedAttachments; and WHEREAS, CONTRACTOR has provided €BPS 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 a Backups, Unlimited Users (Staff), Unlimited User Access ( 4,/7,;3 5), Unlimited Customer U) Support ( 7/7�3 5), Unlimited Software Updates & Enhancements, Unlimited Verizon Cell Service, Unlimited User Training, (On-Line, Instructor Led), Live Spare Hardware Fare with Every Order, Remote Access, Meet Analyst assistance - Single Paint of Contact, which services shall � collectively be referred to as the"Project"; � i Packet Pg. 1316 C.35.a WHEREAS, the GPS based transportation management er ent software services under the Original Agreement, and the Amendment, as ratified, both utilize cooperative purchasing and pricing reader a competitively bid solicitation y Sourcewell, a unit of government created raider Minnesota Law,for Fleet Management and belated Technology Solutions(contract 2221 - L-, .�. effective /17 to 6'l/21); and c WHEREAS, the COLTNTY desires to renew the Original Agreement, as amended, and t � combine the two(2)monthly compensation pensation r rtts paid to CONTRACTORinto one(I)monthly total compensation amount; and N WHEREAS, the parties have found the Agreement to be mutually beneficial; and WHEREAS, the parties desire to amend the Original Agreement, as amended 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: I In accordance with ARTICLE II, COMPENSATION and TERM, Paragraph .4.1, TERM OF AGREEMENT, the COUNTY hereby exercises its option to renew the Original Agreement for the first of four ( )two-year extensions. This renewal shall be retroactive to Jerre , 2020, and will terminate on June 5, 2022, unless terminated earlier raider another paragraph of CD the Original Agreement. LO 2. The COUNTY has paid the CONTRACTOR for its services performed as provided in the Original Agreement and Amendment based on the hourly rates or test rates as outlined in Attachment B and Attachment B I as exhibits to the ratified Amendment. The parties desire t combine the compensation amounts of the two (2) phases of work into one (1) total monthly � compensation amount, E 2 CD . The COUNTY shall pay the CONTRACTOR monthly in current funds for the c CONTRACTOR'Sperformance of the Original Agreement,as amended,based on the hourly rates or test rates outlined in Attachment C, and made a part hereof The Total Estimated ate Not to Exceed W Amount of One Hundred Thirty Thousand Nine Hundred Forty-four and 00, 100 ($130,944,00) Dollars annually will apply to this Agreement. � 4. In all other respects,the terms and conditions as set forth in the Original Agreement 0 dated June 6, 2019, as amended, shall remain in full force and effect, ) [REMAINDERp PAGE `t 1 L,LY I_EFT BLAND.] 2 Packet Pg. 1317 C.35.a IN WITNESS WHEREOF, each party has caused this Second Amendment to Agreement � to be execrated by its duly authorized representative on the day and year first above written. c (SEAL) BOARD OF COUNTY COMMISSIONERS " " � KEWN MADOK, CLERK OF MONROE COUNTY, FLORIDA � s Deputy ClerkMayor/Chairman X CONTRACTOR: SYNOVIA SOLUTIONS, LL � y E D XS T 0P y PATRICIA EABLES B , — ASSISTANT CIUNTY ATTORNEY DATE Title cv STATE OF: _ _. . ._ CD _...w.. LO COUNTY OF. Subscribed and swag t (oraffirmed) before me, by meats of Ophysical presence or online notarization, of this.�.� �'� � day of �� __._.._ w.. 2020, by E ., w �, ,w , t t o She is personally known 0 to me or has produced �.�� .�_" � ��. � (type of identification) as � identification. � liqOTARY PUBLIC (SEAL) y Commission Expires 154`, ; Yt6111 0 DOWDELL E Notary Public-California � Orange County Commission # 1 773 Comm,Ex Tres Noy 2, 2020 Packet Pg. 1318 y GovernmentC.35.a s -novia 9330 Priority Way West Drive Indianapolis, Its 46240 Phone: 317-208-1700 Amendment Don't Ask. 4 Tull Free: 1-877-796-6842 ATTAC&MM C Fax; 1 - - 2 2 a Customer Legal Name Customer Billing Address if different) - Monroe rounty Florida Saute Address _.... 3583 South Roosevelt Blvd _ c City County City County baer st Monroe >a _ _ - State Zip Code State Zip Code `L 33040 cv Location Contact: Phone Fa X Salesperson Caryl'Crie a r� __ _... � Peter Nemeth Ta l -12 X tither Municipal PO Number(if appiirabl w PCB Number if applictriExpiration lat . DURATIONCONTRACT P VEHICLES Tenn of Agrwment 0 36 Mo. 0 48 Cara. 0 60 Mo, 0, _1 st. ToW Nu mberofiles. .____w_ T I, 0 Ye,( t ich Cerliiicate) u E SOFIrWARE LICENSES E I IPM ENT ICIST TYPE T Core Track Trace. bider°ship IlMU: 3 283 rati e Analysis _ Comparative Navigation _ 2830 16 Tim and A ter-rdarroe Here Comes the Bus Peripheral. I button reader 283 CD _ E ir�r ra rra tics � i �3 � �.. Fuel Card 1 C3ther: Installation:N/All Synovia - tear er L Carrier; 0 Synovia ri on rirrt T' r® SPECIAL INSTRUCTIONS. This Amendment,effective June 6,2020,renews Synovia Government Agreement No.21197mand� > the Monroe County Board of County Commissioners Agreement for GPS Eased Transportation Management Software Services dated Jame 6,2019 and any and all amendments ndment thereto.Meet Management and belated Technology Solutions Sour e ell contract 022217 SSL ter ns and prig lye RATE AND METHOD P PAYMENT ENT Base Payment _1 °tT0__X Number of Vehicles_.1 6_— 2, PI�I1..,_..- R Monthly � Base Payment , 27. —._ X Number of ehieles 283.—-= 7,641, __ 0 Quarterly Base Payment 1.00 X Number ofVehicles®2 3—.= 2 100 0 Annually c - . Total Rentai Payment 1 , 12.t Check Applicable Sales Tax m / ° 0 ACH � Total Monthly lerti Payment $10,91Z00 _ D Credit Card SIGNING. THE CUSTOMER AGREES Tv DENT"EI i IDOFTHE EQUIPMENT LISTED ABOVE, THE CUSTOMER AGREES TO ALL TERMS AND CONDITIONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT IS POR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON,EXCEPT AS PROVIDED 'I-IEPEII . � N °TI Company Pall Neale(Please Print - �_.... — > MONROE COUNTY_ i tL arizec Si earw e DateAuthorized Representative of Synovia Solutions,LLC Dates - _. _ Authorized Signer,s Pnnted Name Title Printed Name Title U Packet Pg. 1319 C.35.b 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 0 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: y 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 Its 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 POLICY NUMBER POLICY EPF MP Y EAP LIMITS LRiffla COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS-MADE F—DCUR -PREi n S MED EXP JAnyone e S PERSONAL&ADV INJURY 5 GENI AGGREGATE LIMITAPPLIES PER. GENERAL A REGATE S POLICY JEGT 11 LOC PRODUCTS-COMPIOPAGO S OTHER: S AUTOMOBILE LIABILITY COMBINE SINGL LIMIT S Its AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY r S UMSRSLLA UAS [CLAIU11-M"ADE EACH OCCURRENCE S U. LESS LI AGGREGATE 5 DED RETENTION 5 WORKERS COMPENSATION PER QTH= AND EMPLOYERS'LIABILITYYIN 1 I� ANYPROPRIET4 TNEIEXECUTIVE E.L.EACH ACCIDENT ;S OFFICERIMEMBEREXCLUDED? NIA ;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 12I112020 Per ClaWAggragate S10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES;ACORD 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 Packet Pg. 1320 C.35.c 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 F in 50 California Street, Floor 12 415-391-2141 0 415-99- 23 San Francisco CA 94111 =Le " ISU R S AFFORDING COVERAGE C INSURERA:Chubb Indemnity Insurance Company 1777 O INSURED CAL4COR•01 INSURER :Great Northern Insurance Company 20303 Syovi Solutions LC a subsidiary of CalAmp CorpINSURER C:Federal Insurance Company.,_ 2021 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. 0) ISR ADDL 5UeR POLICY EPF POLICY EXP � LTR TYPEOFINSURANCE MpaPOUCYNUPASER IMMM0M=JM LIMITS B X COMMERCIAL GE £ L LIABILITY Y 36061664 121=19 1211f2020 EACH OCCURRENCE S1,000.000 _ CLAIMS- DI; L±J OCCUR r , $300,000 ED EXP An Una 510,000 PERSONAL PERSONAL&ADV INJURY $1,000.000 GENT.AGGREGATE LIMITAPPLIESPER. GENERAL AGGREGATE S2,000,000 ¢, X POLICY 0 PRO'JECT LOG PRODUCTS-COMPdOPAGG $2,000,000 OTHER: 5 C AUTOMOBILE LIABILITY 73612368 1211/2019 12 I12020 COMBINED SINGLE LIMIT 51,000.000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILYINJURY(Per® ent) 5 AUTOS ONLY AUTOS cu HIRED NOIN-OWNED PROPERTY D GE AUTOS ONLY AUTOS ONLY n 5 S UI C X UMBRELLA OCCUR 78191327 12 I12019 121112020 EACH OCCURRENCE 5 5,000 00D EXCESS LLAB CLAIMS-MADE AGGREGATE $5,000.000 ' DED X RETENTIONS nnn O A WORKERS COMPENSATION 71771545 121172019 121112020 X ER PER OTH• CJ D PLOYES'LIAIL 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 It ee.describe under O DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000.001 tJ `1O DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACO O 101,Additional Remarks schedule,may be attached irmors space Is requf ) > Certificate holder is Induded as an Additional Insured with respect to General Liability and Auto Liability if required by written contract. l� l� 5b PP C' F` CAf _ MENT WAIVE 1`, O CERTIFICATE L 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 406 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 Packet Pg. 1321 GJ,t C°URTBc C.35.d o: Kevin Madok, CPA .. .... Clerk of the Circuit Court& Comptroller— Monroe Count Florida •ROE COUNT. Y1 DATE: June 3, 2020 TO: Roy Sanchez, Director 0 Fleet Management 0 Tapia Stoughton U) Executive Adtuiiiistrator, Fleet FROM: Pamela G. Hancock, D.C. E 0) SUBJECT: May 20' BOCC Meeting 2 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. �- cv CD Should you have airy questions please feel free to contact me at (305) 292-3550. C44 CD cv LO cv 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 Plan 305-294-4641 305-289-6027 305-852-7145 305- Packet Pg. 1322 C.35.d Amendment to Agreement for y GPS BASED TRANSPORTATION MANAGEMENT SOFTWARE . .SERVICES _ 0 This Amendment to the Agreement dated June 6, 201 g is made and entered into this 11 h 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 E 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 N _ _ N WHEREAS CONTRACTOR has provided GPS based transportation management � software services, including but not limited to Project Management, Hardware Activation & LO i Configuration,Hardware Shipping Mnstallation&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 UserTraining(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 cv 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 E 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. Packet Pg. 1323 C.35.d 2. Article 7-Compensation and Term;7.1.1 Compensation Based on Specified Rates shall be amended to add Attachment Bi which adds pricing for the additional vehicles and 12 equipment and to revise the Total Not To Exceed amount as follows: > 0 C 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 and Attachment El I.The Total Estimated Not to Exceed Amount of Seven Thousand Ninety Dollars and Zero Cents(`1;7,D90.00)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 2019, remain in full force and effect. IN WITNESS:It HEREOF,each party has caused this Agreement to be executed by its duly authorized.rop ntatnre on the day and year first above written. (SEAL) ;' BOARD OF COUNTY COMMISSIONERS W Attest: Kevin Madok, Clerk OF MONROE COUNTY, FLORIDA CD cv CDC: LO By. By' �_ i �s Deputy Clerk n 5 ao z n y Mayor/Cher"n t w CONT CTOR :< n $ Title: U The foregoing instrument was acknowledged before me this j,-_day of by Who is( }personally known to me or( ) produced a driver's license as identification. �-NOTARY PUBLIC, STATE OF no d)'Jee-N Print,type of stamp commissioned name of Mont of COUNTY ATTOFINEY`SOFFICE rotary tllyliiEyr E ,�� r,, AP Q AS TO666 M PATRM WL.ES �� •_.�4115S1p�,''� . ASSISTANT COUNTY ATMRNEY erg, ,•. DATE ��- S� �� _ 2 S SERL 9,� �a4 Packet Pg. 1324 C.35.d ATTACHMENT A(Revised 121119) ARTICLE It. - .2 0 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 `c 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 N funds or any other reason.The CONTRACTOR shall have the right to increase the rent upon NI renewal or extension of this Agreement, but the COUNTY may terminate the Agreement when N e, rates are increased by the CONTRACTOR.The COUNTRACTOR shall notify the COUNTY of the LO 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 SERVICFS: 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; N 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.; 5YINSURANCE., 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. Packet Pg. 1325 C.35.d + LIA01LITY 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 c 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 E 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 OE EQUIPMENT: The COUNTY shall be entitled to the absolute right to the use,operation,possession,and control of the Equipment during the term N of this Agreement,provided the COUNTY.is not in default of any provision of this Agreement, NI The COUNTY shall assume all obligation and liability with respect to the possession of the Ni Equipment;and for its use and operation during the rental term.The COUNTY agrees to LO 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. 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 • RIOHTS 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 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 CONTRACTOR5 disclosure of such data Packet Pg. 1326 C.35.d or Information requested pursuant to a valid and enforceable document request or subpoena. .o The COUNTY agrees that it shall not be entitled to notice of such discloswe except as required by applicable state or federal law. 0 • 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 0 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. W N r IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: .To help the cvi 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 opensLO i 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. w m Packet Pg. 1327 Attachment B C.35.d 9330 Priority Way West Dr. GOVERNMENT ,�„+ Indianapolis, IN 46240 Phone: 317-208-1700 n©fir%a� 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 ❑ K-12 0 Other MunicipalPO Number(if applicable): CONTRACT DURATION/NUMBER OF VEHICLES E Term of Agreement: 0 12 Mo. Ci 24 Mo. ❑ 36 Mo. ❑ Mo. � Total Number of Vehicles: Tax Exempt: Cl No 0 Yes(Attach Certificate) SILVERLINING SOFTWARE_ _ _ EQUIPMENT LIST 21 Core Track&Trace ❑ Ridership TYPE QTY ❑ Comparative Analysis ❑ Fuel Card LMU: 100015 2830 63 �. ❑ Time and Attendance ❑ ELD 100039 3640 96 ❑x Engine Diagnostics ❑ DVIR Peripheral: 100028 1 Button Fob reader and buzzer 96 11 Turn by Turn Navigation ❑ InspectionCD ❑ Here Comes The Bus Other: Carrier: ® Synovia ❑ Verizon ❑ Sprint ❑ AT&T I LO Installation: Z 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 I] Monthly Base Payment$27.00 X Number of Vehicles 96 - $2,592.00 ❑ Quarterly Base Payment$1A0 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 CUSTOMEI 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 ompany Full Name(Please Print) oArl �� Una �__----- _ � �__ Authorize at e Date Autho ed Representative of Synovia Solutions,LLC A Adzed Signer Printed ame Tit e Packet Pg. 1328 Synovia Solutions,LLC vl9.0 Muni Please Return Original Signed Documents to Synovia,Sales Administrator Pqqe RENTAL AGREEMENT TERMS AND CONDITIONS C.35.d 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 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 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.218.7 any payment is more than thirty(30)days late,the Customer agrees to interest rate in accordance with the Local Government Prompt Payment Act.Custoi 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 right to increase the rent upon renewal or extension of this Agreement,but Customer may terminate the Agreement when rates are increased by the Veni y 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,pat( 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 year;Uptime at 99%or Vendor will provide a credit for one days charge for the entire fleet;Lifetime hardware warranty with replacements;2%spare: 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 Equipm 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, for all risks and liabilities arising from the use,operation,condition,possession or storage of the Equipment.The Customer promises to keep the Equiprr 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 Agreerr specifically excludes damages or loss due to theft,vandalism,any use outside normal wear and tear,Acts of God,or other circumstances outside control of Synovia. This agreement also excludes loss due to changes to cell phone providers,coverage area changes or other changes to cell phon, E internet availability. Customer understands and accepts that the hardware devices are carrier specific and any changes to the carrier might results in r performance of the hardware devices. Customer agrees that Synovia is not responsible for any loss or damage due to changes to the cell carrier provii 7.USE,MAINTENANCE,AND CARE OF EQUIPMENT.The Customer shall be entitled to the absolute right to the use,operation,possession,and control of Equipment during the term of this Agreement, provided Customer is not in default of any provision of this Agreement.The Customer shall assum( obligation and liability with respect to the possession of the Equipment,and for its use and operation during the rental term.Customer agrees to reimbi 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 instanc misuse or negligence, Vendor assumes full responsibility for the performance of the hardware and software and any defective or non-function hardware (except wiring)will be replaced at no cost to the customer, provided the Customer is not in payment default. Customer acknowledges 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 CD 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 maintai CD at a service facility at the expense of Customer. CD 1 13. RIGHTS TO DATA. Vendor retains the rights to anonymous summary data analysis and to share analysis with 3rd parties.Vendor will not identify C441 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 owi u3 compilations or analysis of the data created by or for Vendor. From time to time,Vendor may receive data or information requests or subpoenas fi third parties,either as a result of an investigation or pending litigation. Customer hereby consents to Vendor's disclosure of such data or informa ,—�— requested pursuant to a valid and enforceable document request or subpoena. Customer agrees that it shall not be entitled to notice of such disclo: 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 Vendor or its authorized Contractor to install the contracted hardware and peripherals. If Vendor or its assigned Contractor is requested by Custome , return after the initial visit to install hardware on vehicles or assets,Customer agrees to pay$750 per Installer per day for Installation services.Installa 7 of the contracted hardware and peripherals for the vehicles would be conducted on three sites,Key West Garage,Marathon Garage and Plantation 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 me laundering activities,Federal law requires all financial institutions to obtain,verify and record information that identifies each person who opens an acco 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 a 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 identif documents. m 20. COMPARATIVE ANALYSIS. If Customer is utilizing Comparative Analysis,Vendor requires that the Customer meets Vendor's requirements for a curry supported Operating System and a spatially accurate map. Vendor will have final approval in those requirements and specifications. Customer Initials Packet Pg. 1329 Synovia Solutions,LLC 09.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator C.35.d Attachment B1 9330 Priority Way West Dr. !i;..",` u Indianapolis, IN 46240 SY'PPhone; 317-2Cb8�1700 qA T Toll Free: 877-796-6842 Fax: 317-208-2202 No: 23 628 in Customer LegW Name Customer Billing Address(if different) Monroe County Florida same Address Address 3583 South Roosevelt Blvd. City County City County O Key West Monroe -- State Zip Cade State Tip Code FL 33040 Location Contact: Phone Fax Salesperson Daryl Greenlee (305)292 3452 Peter Nemeth Tax IDti 59-6000749 0 K-12 Z Other MunicipalPO Number{if applicable}: E CONTRACT DURATION/NUMBER OF VEHICLE � Term of Agreement: 0 12 Mtn. 0 24 Mo. 2136 Ma. ❑�Mo. Total Number of Vah'cles. .. ..,z Tax Exempt: Cl No 0 Yes(Attach Certificate) SILVERLII'NING SOFTWARE EQUIPMENT LIST 1 Core Track&Trace Ridership TYPE QTY Comparative Analysis 0 Fuel Carol 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 CD cV 0 Turn by Turn Navigation 0 inspection I CD. 13 Here Comes The Bus Other: � Carrier: 0 Synovia 0 Verizon ❑ Sprint d AT&T LO Installation: 9 Synovia 0 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,said separately. ns ns RATE AND METHOD OF PAYMENT - c44 Base Payment 18.00 g Number of Vehicles 103 $1,854,00 0 Monthly r 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 $7,090.00 0 Credit Card PLEASE READ BEFORE SIGNING., THE CUSTOMER AGREES TO RENT FROM VENDOR THE EQUIPMENT LISTED ABOVE, THE CUSTOMER AGREES TO ALL TERMS AND CONDMONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL y AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON,EXCEPT AS PROVIDED � HEREIN. AUTHORIZATION Company Fu I Flame(Please Print) — Authorized Signature Crate Author ed Ptepresentativ orsynovla 5+tlons,Li-C ¢ y Authorized Signer's Printed game Title Synotrra Solutions,UX0P-t1T'lun MeaseRournOrigimat Signed WcuruentstoVrioviu Sales Arimintstrufor Pugel Packet Pg. 1330 C.35.d N N i N LO m N . . . SyrtavlaSalutlans,LLCv19.0Muni please Return arlgIvalS{grtad Documents IaSynavtaSalesAdminlstratar Ad#42 Packet Pg. 1331 C.35.d RENTAL AGREEMENT TERMS AND CONDITIONS I.OWNERSHIP OF EQUIPMENT, Synovia Solutions, LLC(hereinafter referred to as"Vendor").is the sole owner and titleholder to the Equipment, The Equipment Consists of the unit($),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,Rs,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 y 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 terminate 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 Terris. 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 ru 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.5.768,28,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 liabi title s 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 all obligation and llablfity 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 respansibil4 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 acirnowledges 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 theCD '✓ equipmentis not being properlymalntained In the sole opinion of Vendor,Vendor shall have the right,but not the obligation,to hoveit repaired or maintained at a service facility.at the expense of Customer. CD 13..BIGHTS TO DATA. Vendor retalns the rights to anonymous summary data analysis and to share analysis with 3rd parties.Vendor will not identify the: CD 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 all. C44i 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 LO 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 orsubpoena. Cu.Aomer agrees that.it shall not be entitled to notice of such disclosure T 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 m 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 voriotts.locations. r 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.. m 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. ak Customer s omer Initials�— �. r m cJ m synavldsolutfons,LLGvt1,OMani Please Return OrlyfnvlS(ped Do.cunimtsIn Synovia&*rAdministrator pag ry Packet Pg. 1332 C.35.d 60 DATE(M 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 endorse t . PRODUCER AC , Woodruff-Sawyer P E PAX 50 CaliforniaStreet, Floor 12 •415-391-2141 I&IIC yol;415-99- 23 O E-MAIL U) San Francisco CA 94111 AQ98 INSU R S AFFORDING COVERAGE C INSURERA:Chubb Indemn1tv Insurance Compariv 1 777 O INSURED CAL4COR•01 INSURER :Great Northern Insurance Company 20303 Synovia Solutions L a subs!diary of CalAmpo INSURER C:Federal Insurance Company.,_ 021 15635 Alton Parkway, Suite 250 INSURER D Irvine CA 92618 INSURER E: INSURER F COVERAGES IC TE NUMBER:1353 0955 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 CD 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 E OF INSURANCE ADDL SUOR P UCY U SE MPO DY EPF MPO Y EXP LIMITS LTRMpa B X COMMERCIAL GE £ L LIABILITY Y 36061664 121=19 1211f2020 EACH OCCURRENCE S1,000.000 -DAMAGETO RENTED- 0) CLAIMS-MADE L±J OCCUR r , $300,000 ED EXP An Una 310,000 ¢ ct1 PERSONAL PERSONAL&ADV INJURY $1,000.000 GEML AGGREGATE LIMITAPPLIESPER. GENERAL AGGREGATE S2,000,000I CD W X POLICY PRO' LOG PRODUCTS-COMPtOPAGO 2,000.000 JEGT S C AUTOMOBILE LIACD BILITY ,ir 73612368 12 I12019 12 I12020 COMBINED SINGLE LIMIT 51,000.000 CVI CD X ANY AUTO BODILY INJURY(Per person) $ to OWNED SCHEDULED BODILY INJURY(Per® 'ent) 5 CD AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY JpAr amidgrill0) S " C X UMBRELLA U OCCUR 78191327 12 I12019 12 I12020 EACH OCCURRENCE $5,000 000 EXCESS LLAII CLAIMS-MADE AGGREGATE $5,000.000 DED X RETENTIONS S Ili A WORKERS COMPENSATION 71771545 121112019 1211/2020 X PER OTH• CO D FMPLOYERS'UABILITY YIN r A ROPRIETO ARTNE XECUTIVE NIA E.L.EACH ACCIDENT $t,D00..000 r OFFICE BEREXCLUDED7 r� (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1.000.000 It ee.describe r CV DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000.000 r `1O `1O DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACO O 101,Additional Remarks schedule,may be attached irmors space Is m4uf ) 0) Certificate holder is Induded as an Additional Insured with respect to General Liability and Auto Liability if required by written contract. 5b PP( F` MENT CAf WAIVE`. rn CERTIFICATE L CANCELLATION 0) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE U THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED I It3 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 (201610 ) The ACORD name and logo are registered marks of ACORD Packet Pg. 1333 .. An As IMPORTANT" If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have or be endorsed. If SUBROGATION IS WA #:. subject to the terms and conditions :. endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endor!�e!nent(s *, PRODUCER • E CONTACT i A_ Jessica a -"c 50 .:Woodruff-Sawyer&Co. - •! _ IC jolson@woodruffsawyer.com t FranciscoSan ��L{ INSURER(S)AFFORDING COVERAGE INSURER A Columbia Casualty Company INSURE ', • ■ ' l Synovia Solutions 15635 Alton Parkway, Suite 250 Irvine CA 92618 �'. NO 1691 AMAIN WOO ■ COMMERCIAL'GENERAL LIABILITY aCLAIMS-MADE F—D OCCUR ■ i - .. ... OTHER:GENI AGGREGATE LIMITAPPLIES PER JECT �� T AUTOMOBILE l ANY ..OWNED HEDULED AUTOS ONLY AUTOSHIRED :OO . . ■ ■S NON-OWNED . l WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY YIN : ANYPROPRIETORIPARTNEWEXECUTIVE OFFICERIMEMBER EXCLUDED? JMandatory In NH) If yes.descsibe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Sch&dult,may be attached If more space Is requirodl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION ■ 11 ! x l r x i Y i i 1: 1 R a + DATE THEREOF, NOTICEDELIVERED ACCORDANCEPOLICY Monroe County Board of County Commissioners 3583 S. RooseveltBoulevard AUTHORIZEDREPRESENTATIVE Key West FL .,,E r C.35.e BOARDOF COUNTY COMMISSIONERS in .. l� M li:i. at l J l9 rl li„ I?7,.:t z t _ s e Florida Keys � sir' �1 lLi�.�� 1'r I��,l��r� I. �� I7�,z. l��ri� �.t ' :5 iLhclle ®ld�son, [�� t�ict 2 6 � Eh�z€ f f `4ir [I«,j lay art t U) David Rice,District 4 Monroe County _ Board of County Commissioners Office of the County Administrator � The Historic Gato Cigar Factory E 1100 Simonton Street, Suite 205 Key West, FL 33040 (305) 292-4441 —Phone (305) 292-4544-Fax � MEMORANDUM TO: Darn Hancock, Deputy Clerk N FROM: Lindsey Ballard, Aide to County Administrator a � DATE: June 13, 2019 y SUBJECT: Small Contract 0 - ......_._........ Small contract for your records only. 0 Enclosures° ynovia Solutions, L,L,C 1 copy enlcosed CD 2 Packet Pg. 1335 C.35.e CONTRACT SUMMARY FORM Contract with;.__ S ra v L_Splutio s.__LL . . . Contract# _ ��— Effective Late: Upon Execution _ Expiration Late Contract Purpose/Description: U) . .................. ........... __ .__._.._. - A GPS based transportation_man4gment software services for the COUNTY, Fleet e_part ent. Utilizing cooper tive p chasing and pricing under a cm titively bid solicitation b _Sourcewell. For Fleet Manaizement and Related Tcchnolc�g Solutions Source ell contract a22217-SSL _ __________.._. Original Agreement (must be less than$50 000 and no more than I-%ear term) Contract Amendment/Extension (eatensrnn of more than 6 months must be appro%ed b� BOCC) or El Renewal (Attach Rene"al form i@all conditions for renessal asset Forth in the['olic}are Wasik Contrast Manager: Daryl Greenlee 3 FleetManagement/Stop##4 ... _. (Name) (Ext.) (Department/Stop #) �. N CONTRACT COSTS W Total Lollar Value of Contract: Not to Current Year Portion: of to (Must be lass than$50,000) exceed (If nmlti}ear agreement then exceed 4 oaa. realusres BOC:C approval.unless the renea®al meets all of the rene`sai 49,000.00 cB cmidnion as set forth in Pohe}) Budgeted? YesM No Account Codes: 0 - 3, 03-53a341- Grant: N/A _ _ _ _ CountyMatch- N/A DDITIONAL COSTS E Estimated Ongoing Costs: N:A yr For: N/A _ _ _ ____. ...�._ ... (Not included in dollar value above) (e, . urtaintenartce, utilities 'anitorial,salaries, etc.) CONTRACTREVIEW The contract review and a rov l must_be completed before su mittin�tc�the C"�unt� Administrator Department Director Date 7 � Disk Management LateQJ-4- 49 U) Yc") O, .B."Purchasing _._,. : _ � Bate- � LL County Attorney Y ! � r. ... ate. 1 Packet Pg. 1336 C.35.e GPS BASED TRANSPORTATION MANAGEMENT SOFTWARE SERVICES 0 This Agreement ("Agreement") made and entered into this 671 day of , 0 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Ivey West, Florida, 300, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County card of County Commissioners (" CC"), AND Synovia Solutions, LLC„ a Foreign Limited Liability Company of the State of Florida, whose address is 9330 Priority Way West rive, Indianapolis, I 46 its successors and assigns, hereinafter referred to as "Synovia" or"CONTRACTOR", I SST ; N WHEREAS, Y desires to acquire GPS based transportation management software services for the C TY'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( 4/ /3 ), Unlimited Customer Support ( / /36 ), Unlimited Software Updates & Enhancements, Unlimited `dlerizon 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 0) competitively bid solicitation by Sourcewell, a unit of government created under Minnesota Law, 2 for Fleet Management and Related Technology Solutions(contract 01 -SS ; effective /1/17 to /1/21); 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 REPRESENTATIONSWARRANTIES � By executing this Agreement, T TC makes the following express representations and warranties to the COUNTY: Packet Pg. 1337 C.35.e 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. 0 r- 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 e 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 11 SCOPE OF BASIC SERVICES 2.1 DEFINITION C T CT 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. Packet Pg. 1338 C.35.e 0 0 2.3 NOTICEREQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Anynotice required or permitted uhder 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: r. Roy Sanchez Fleet Director Monroe County Fleet Management 533 S. Roosevelt Blvd. Key West, Florida 33040 12 n : Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room -20 Key West, Florida 33040 For the CONTRACTOR: W 0 Peter Nemeth Senior Account Manager, Marketing ynovia Solutions, LLC 930 Priority Way West Drive Indianapolis, IN 46240 ARTICLE III ADDITIONAL SERVICES .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 anamendment to the Agreement and a notice to proceed from the COUNTY, shall the CONTRACTOR proceed with the Additional Services. Any ny additional services must be funded and approved by the Board of County Commissioners. d Packet Pg. 1339 C.35.e ARTICLE IV 0 .1 The COUNTY shalt 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 Y'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 tote 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. U- 4.4 The COUNTY shall furnish the required information and services and shall render a approvals and decisions as expeditiously as -necessary for the orderly progress of the CONTRACTORS services and work of the contractors. 4.5 The C TY's review of any information or documents prepared by the CONTRACTORW or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the TY's criteria, as, and if, modified. o 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. E 2 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, tote 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. The first ten dollars ( 1 . ) of remuneration paid to the CONTRACTOR is for the E 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. Packet Pg. 1340 C.35.e 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 ands all 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 ands all further defend any claims or action on the COUNTY'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 V1 PERSONNEL ®1 PERSONNEL 0 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 acey Field Installer James Prewitt Field Installer John Merrick Field Installer Alex Munoz FieldInstaller Charles Figueroa Fiel 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 o 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. Packet Pg. 1341 C.35.e ARTICLE V11 COMPENSATION and TERM U) 7.1 COMPENSATION BASED.ON SPECIFIED 7.1.1 The COUNTY shall pay the CONTRACTOR monthly in current funds for the CONTRACTOR'Sperformance 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 ( 49,00 . 0 ) will apply to this Agreement. . 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 218.7 , Florida Statutes. (A) If the CT duties, obligations and responsibilities are -materially W changed y amendment o this Agreement fter execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward; ( ) As a condition precedent for any payment due under this Agreement, the W CONTRACTOR shall submit monthly, unless otherwise agreed in writing 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. .3 BUDGET ® .1 The CONTRACTOR ma 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 E year (October 1 ® September 30) by TY's Board of County Commissioners. The 2 budgeted amount may only be modified by an affirmative act of the C TY's Board of County Commissioners. 7.3.2 The TY's performance and obligation o 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 ® .1 The initial terra of this Agreement is for a 12® oath period, This Agreement may be extended upon mutual a ree e t.of-the parties. The Agreement may be renewed after _ the initial term, for ( ) four 2-year extensions in accordance with the term of the Fleet Management and Related Technology olutions (contract 022217- SL; effective /1/1 to /1/21). Any renewal of this Agreement ust be in writing and signed by both the COUNTY and CONTRACTOR. Packet Pg. 1342 C.35.e 0 ARTICLE Vill INSURANCE 0 P 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'Sfailure 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. 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, $20 ,000 Property Damage or$500,000 Combined Single Limit. An Occurrence Form policy is preferred. If coverage is changed o 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 fora minimum of 48 months following the termination or - ex iration of this contract. E. Professional Liability Insurance or Engineer's Errors and Omissions insurance o 00,000 per occurrence and $500,000 annual aggregate, If the policy is a "claims Packet Pg. 1343 C.35.e 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. 0 . 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 COUNTYshall be named as an additional insured with respect to CONTRACTOR'S E 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 terra of this Agreement. COUNTY will not pay for increased limits of insurance for subCONTRACTORs. 12 Ia 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. N 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, W ARTICLE IX 0 MISCELLANEOUS U) g '> 9.1 SECTION 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. 0) 9.2 SUCCESSORS AND ASSIGNS 2 The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except Tn writing and with the prior written approval of the Boardof 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 tha successors, assigns and legal representatives of such other party. U- 9.3 NO THIRD ! ! I Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor o , any third party. Packet Pg. 1344 C.35.e TERMINATION9.4 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 (6 ) days written notice of its intention to do so. C. Termination for Cause andRemedies: 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 ( ) 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 W 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 C TY's False Claims Ordinance, located at Section -721 et al. of the Monroe County Code. 0 Termination for Convenience: The COUNTY may ter inate this Agreement for convenience, at any time, upon sixty ( 0) 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 tap 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 C TY's False Claims Ordinance, located at Section -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 LM (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 any of the Contract documents, the one imposing the greater burden on the CONTRACTOR will control. 9.6 PUBLICIICRIMES Packet Pg. 1345 C.35.e 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 E 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 TY"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. W CONTRACTOR ill promptly notifyif it or any subcontractor r subCONTRACTOR is formallycharged iact defined as a"public entity crime" r has been placedconvicted vendor list. 9.7 MAINTENANCE 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 Qf five years from the final payment or termination of this agreement. Each party to this Agreement or its E authorized representatives shall have reasonable and timely access to such records of 2 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 b 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. gg COSTS, AND FEES ® m a 5 VENUE, INTERPRETATION, 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 U- 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 1611 Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to Packet Pg. 1346 C.35.e 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. 0 9.3 SEVERABILITY If any terra, 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 f the original intent of this Agreement, The COUNTY and CONTRACTORagree 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 N 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 W attorne 's fees, court costs, investigative, andout-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. . 1 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 STATEI 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 unposed as a result of funding that effect the Project will be provided to each party. 9.14 ADJUDICATIONDISAGREEMENTS 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 Packet Pg. 1347 C.35.e this Agreement or by Florida law. This Agreement is not subject to arbitration, This provision does not negate or waive the previsions of paragraph 9.5 concerning termination or cancellation. 0 COOPERATION9.15 n 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 E 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 arson, 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 ail local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title Vli of the Civil Rights Act of 19 (PL 88-352) which prohibits W discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 16 1-1 33, and 166 -1636), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended ( 0 tJ C s. 94), which prohibits discrimination on the basis of handicaps; ) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-61 7) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1 (PIL 9 -25 ), 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® 1 ), 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 lJ C ss. d -3 and ee-3), as amended, E relating to confidentiality of alcohol and drug abuse patient records; 6)Title VIII of the Civil 2 Rights Act of 1966 (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 U C s. 1201Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article ll, 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. Packet Pg. 1348 C.35.e ETHICS9.18 CODE OF COUNTYagrees 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 ofgifts; 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 e 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. PUBLIC9.20 Public Records Compliance. CT ust comply with Florida public records laws, including but not limited to Chapter 11 , Florida Statutes and Section 24 of article I 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 6public 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 E shall be deemed a material breach of this contract and the County may enforce the terms 2 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 aPublic 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. ( ) 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, ( ) 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 doss not transfer the records to the County. Packet Pg. 1349 C.35.e (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 e 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 ount '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 e made directly tote 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. 12 If the CONTRACTOR oes not comply with the ount '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 fits 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 section119.1 , 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. I T I I APPLICATION > CHAPTER119, FLORIDA STATUTES, T THE CONTRACTOR 'S PUBLICTING TO THIS CONTRACT, T THE CUSTODIAN I e MONROE COUNTY ATTORNEY'SOFFICE 111 1 �" Street, I , KEY WEST FL 33040. E CD 2 . 1 NON-WAIVER OF IMMUNITY Notwithstanding the prdvisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acqWsition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity o the extent of liability coverage, nr shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.22 PRIVILEGES IMMUNITIES II of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which E 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 Packet Pg. 1350 C.35.e 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. 0 3 LEGAL OBLIGATIONSIII 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 the Florida constitution, state statute, and case law. NON-RELIANCE9.24 NON-PARTIES o person or entity shall be entitled to rely upon the terms, or any of them, of this W 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 W 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. 0 ATTESTATIONS9.25 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 E shall be adjusted to exclude any significant sums by which the agency determines the 2 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. 0 9.26 NO PERSONAL LIABILITY o 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 nwmber, 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. . 7 EXECUTION IN CQUNTERPARTS 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 Packet Pg. 1351 C.35.e instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 0 IN WITNESS , each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. COMMISSIONERSBOARD OF COUNTY COUNTY,OF MONROE FLORIDA _ ff7 By: County minis for .� 0 �� TY� o CD AP -, AS TC� oR1: Date. . CHRISTINE LIMBERT-FARROWS ASSISTANT COUNT-Y A oRNEY DATE:_CONTRACTOR t. i .: 0 t By: Title: pli Th:foregoing instrument was acknowledged before me this � C la,y of. 01by � -Who is ( personally known to zee r produced a driver's license as identification. > GLORIA J.SHOWALTER NOTARY PU ',IC, STATE OF FLORIDA A NOTARY SM STATE OF INDIANA Print, type of stamp commissioned name of rotary - o S END OF AGREEMENT w � 0 Packet Pg. 1352 C.35.e ATTACHMENT A T ARTICLE II SCOPE OF AGREEMENT AND BASIC SERVICES OWNERSHIP OFEQUIPMENT: 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 cv 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 W 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. 0 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 agreernient not to exceed $ 9,000.00. BASIC SERVICES: The CONTRACTOR will provide hardware and software, Live vehicle and asset tracking, historical vehicle and asset tracking, employee lag 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. SYINSURANC : CONTRACTOR warrants to provide the COUNTY at no additional cost the following:Automatic quarterly updates with new features ma data patches and hot fixes 6 Y 8 , P a 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 9%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. 0 Packet Pg. 1353 C.35.e LIABILITY AND INSURANCE: Subject to F.S.768.28. The Cull TY is responsible for any losses or o 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 m 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 lass or damage due to changes to the cell carrier provider. - a USE, MAINTENANIVICE,AND CARE OF EQUIPMENT: The COUNTY shall be entitled to the cV absolute right to the use,operation, possession,and control of the equipment during the terra 0 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 Wy equipment, and for its use and operation during the rental terra.The COUNTY agrees to reimburse the CONTRACTOR in full for all damages to the equipment arising from any misuse or 0 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 > 0 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 property 0 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 3`d 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 awn 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. Packet Pg. 1354 C.35.e The COUNTY agrees that it shall not be entitled to notice of such disclosure except as required by applicable state or federal lawn 0 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 m time agreement is not extended or is voided by the CONTRACTOR or the COUNTY. c� cv 0 0 0 CD ` 0 Packet Pg. 1355 Attachment B C.35.e 9330 Priority Way West Dr. GOVERNMENT Indianapolis, IN 46240 y hone: 317-20R-1700AGREEMENT .2 Toll Free: 577-76-682 Fax: 317-203-2202 l Customer Legal Name �Customer Billing Address(If different) > Monroe County Florida _. — Address Address 3583 South Roosevelt Blvd. City Ccaunty City ( County Key West Monroe _._ __.__.. ... . _ ... d ._.. _..__ __ _ m .... State Zip Code State Zip Code FL 3300 Location Contact: Phone Fax Salesperson Daryl Greenlee 1(305) 92 352 Peter Nemeth — __.... . ___ _ .._...... _. _ Tax ID 59-6000749 I K-12 Other unici alPO Number(if applicable): .- . w.... _ __...r._. CONTRACT DURATION/NUMBER OF VEHICLES Terre of Agreement: 0 12 Mo. ❑24 Mo. ❑ 36 Mo. ❑ Mo. Total Number of Vehicles: TaxExempt: ❑ No 0 Yes(Attach Certificate) _ _. ........_.._......................................._...... _ ., ........... SILVERLINING SOFTWARE EQUIPMENT LIST 0 Care Track&Trace j Ridership P r- _. ... ._..._ _...u.._ �. _ cv _.. Comparative Analysis I Fuel Card LMU: 100015 2830 63 r9 Time and Attendance ELD 100039 3640 96 Engine Diagnostics DVIR 1 Peripheral 10002R 1 Dutton Fob reader and buzzer 96 W �_. _. ----- ...... _._.....__ ....._...._.... —._,._,... Tura by Turn Navigation Inspection i Here Comes The Bus I -4 Other: .......__ ... _ _. _ .............................._..................__....................................... .. ._........ ...__ Carrier: 21 Synovia %I Verizon Sprint a' AT&T—_ ..... .. .. Installation Synovia a Customer SPECIAL INSTRUCTIONS: Per Terms and Conditions of NJPAcure ell)Contract#022217-SSLi initial 1 -month term and -year extensions. FOBS not included,sold separately. T T _.. .. _ _ ._._ ._. ... Base Payment$ 18.00_°-m. X Number of Vehicles 63__........._ - $1,13 ,00 0 Monthly Base Payment$27.00 X Number of Vehicles 96_ - -. _ $2,592.00 7j Quarterly Base Payment$1.00,,,_ __X Number of Vehicles 96--..._ 96. 0 _. I Annually _...... Total Rental Payment $3, 22.00 Check Applicable Sates 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. .— AUTHAORIZ19N .......�............___.—p Y I ) pre an Full Narne Please Prrrat ...........-...0 __.. _,..... ._. ........ ..__ _. ......_......... Authe�rize vat 'e [Pate Auth�a ° ed Representative of Synovia Solutions,LL cB i �rized _ _ _Gift �P�A h Signer Printed arras rit e i —_._ ___.. _r_ _. ._.. _ ...... C.35.e 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. T Equipment consists of the unit(s),all peripherals,and/or connections and supplies used for Installation.This Agreement constitutes a lease or bailment a in 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 t right to possession and use as provided in this Agreement. 2. RENT.The Customer agrees to pay Vendor the rental payment when clue in accordance with the Local Government Prompt Payment Act,F.S.215.70 any payment is more than thirty(30)days late,the Customer agrees to interest rate in accordance with the Local Government Prompt Payment Act.Custorr nS 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 t right to increase the rent upon renewal or extension of this Agreement,but Customer may terminate the Agreement when rates are increased by the Vend+ .Vendor shall notify Customer of the rental increase forty-five(45)days before the expiration of the Initial Perm. 3.SYNSURANCE, Vendor warrants to provide to Customer at no cast the followings Automatic quarterly updates with new features,map data,patch 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 F 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 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 Equipme, E 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,a for all risks and liabilities arising from the use,operation,condition,possession or storage of the Equipment.The Customer promises to keep the Equipme 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 req iced insurance to their liability carrier and have them provide the company with a C01 This Synsurance Agreeme � specifically excludes damages or loss due to theft,vandalism,any use outside normal wear and tear,Acts of God,or other circumstances outside tl � control of Synovia. This agreement also excludes loss due to changes to cell phone providers,coverage area changes or other changes to cell phone Internet availability, Customer understands and accepts that the hardware devices are carrier specific and any changes to the carrier might results in no performance of the hardware devices, Customer agrees that Synovia is not responsible for any loss or damage due to changes to the cell carrier provide , 7.USE,MAINTENANCE,AND CARE OF EQUIPMENT.The Customer shall be entitled to the absolute right to the use,operation,possession,and control of tl Equipment during the terra of this Agreement, provided Customer is not in default of any provision of this Agreement. The Customer shall assume �y obligation and liability with respect to the possession of the Equipment,and for its use and operation during the rental term.Customer agrees to reirnburCD r Vendor in full for all darnage to the Equipment arising from any misuse or negligent act by Customer,its employees,or its agents.Except for the instance misuse or negligence, Vendor assumes full responsibility for the performance of the hardware and software and any defective or non-functional hardware (except wiring)will be replaced at no cast to the customer, provided the Customer is not in payment default. Customer acknowledges fo cooperation in the RIVIA process outlined on the Support page of the Synovia Solutions website, Install Labor is not Included. g. LOCATION OF EQUIPMENT. The Customer will allow Vendor or Its agents to inspect the Equipment at any reasonable time where it is located. If ti y 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 maintain( 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 tl 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 g compilations or analysis of the data created by or for Vendor. Frarn time to time,Vendor may receive data or information requests or subpoenas fro third parties,either as a result of an investigation or pending litigation. Customer hereby consents to Vendor's disclosure of such data or informatic requested pursuant to a valid and enforceable document request or subpoena. Customer agrees that it shall not be entitled to notice of such disclosu 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 tt Vendor or its authorized Contractor to install the contracted hardware and peripherals. If Vendor or its assigned Contractor is requested by Customer 1 return after the initia I visit to install hardware on vehicles or assets,Customer agrees to pay$750 per Installer per day for Installation services. Installat:ie of the contracted hardware and peripherals for the vehicles would be conducted on three sites,Key Vest Garage,Marathon Garage and Plantation d, E 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 mono � laundering activities,Federal law requires all financial institutions to obtain,verify and record information that identifies each person who opens an accour .� 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 allo � 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 identifyr documents. 20. COMPARATIVE ANALYSIS, If Customer is utilizing Comparative Analysis,Vendor requires that the Customer meets Vendor's requirements for a curren supported Operating System and a spatially accurate map. Vendor will have final approval in those requirements and specifications. nS Customer Initial nS nS Packet Pg. 1357 C'35'e AC40REO CERTIFICATE OF LIABILITY INSURANCE .. DATE(MMPDDNY YY) 5/31/2019 in 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 IS (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 0 certificate holder in lieu of such endorsement(s). PRODUCER NAME: Stacie GaschO ccO t ager Henriott Group, Inc. PHONE xe (765)429-5000 c,N�) Renaissance Place E-MAIL sgascha henricatt,cOa� — ADDREss. 250 Main Street, Suite 650 INSURER Sj AFFORDING SOVERAGE NAIS d Lafayette _ IN 47901-1287 ... ...._.. ,, INSURER A;Trave „ ®_ 4 t 2567 O INSURED INSURER D:Travelers CasualtX and Surety Co of Amm 31194 Synovia Solutions LLC tNstsRERc: 9330 Priority Way West Drive INSURER D: INSURER E a ._ Indianapolis IN 46240 INSURERF: O COVERAGES CERTIFICATE U R:18-19 Special wording REVISION O 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 CONTRACTOR 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 AWAY HAVE BEEN REDUCED BY 'AID CLAIMS __ TN`SR ADDL..S138R ------ P®LILY EFF —PC)LICY ExP-- "`"..._...._...,...-.......,....._._ .,a._.._—�....m....._.„, ,e,_..._._..._.w... _ LTR TYPE OF INSURANCE J=16UL OLICY NUMBER AflMPgDPI°YYY MMdggdYYYY LIMITS 7{ COMMERCIAL.GENERAL LIABILITY EACH vCP;!Df2RENUE S 1,000,000 _.a .__ ...._ CV A 0i ?nP°;-M1aC'rE �OCCUR CAP,hAG'ES RENIEU 5 , 300,00a PREMI,aES,�E'wa_aaccvr anc;ta W to x ZLP-15R36958 18•15 11/l/2l7.i8 11f1/ 19 NED EXP(Any one person) _ ay 10,000 0) PERSONAL&AOV INJURY n... 5 1,000,000 � GEN"LAGGR.EGAT E I IV, APPLES PER L,ENti' ALA aGRE A€E S 2,000,000 W PR,;o N PC,�It`d 'EGT LOC.; PR°.`.bu",DUCTS-Cs0VP,'0PAGG 5_.mmn.._...�._.........._2,OOa,000 � OTHER .. Employen Elanefi!s S 1,000,000 0 :E+ AUTOMOBILE LIABILITY CC35R8ENE,0 SINGLE LIMIT S 1,000,000 J Ea acedenk�' 0 ANY'UTu e;G LY �Na'JR'Y(F er Eersvn: 5A AL LaVb'N6 CJ SC"HFt3'L.EC3 s eA-OL33881A-18-I5-G 111/2Ci18 11/1/2019 C�t"DI Y INJUR'Y(Pe arrldem) SA.lsC3 Apt CNtN O SNEC.7 ,�, �F'RO PERT`DAMAGEHIREt.;/44.i OS X AU T€'US 3 .L§axr actader4 s.... Med a payment's $ .5,000 X UMBRELLA L.IAB X 0("';UR E q-H;"1CUURRENC,E 5 .S a00 000 EXCESS LIAL� .LA'.Efi:`r�ARA�C?E': ¢' A ...... „AGGREGATE 5 S,d500,0a0. _..._. LED X RETENTION S 10,000 CLIP-I 956172-18-I5 I 11/1/2018 11/1/2019 S WORKERS COMPENSATION L't7H- AND EMPLOYERS LIABILITY Y d N .... A `TE ER _ _ ey ANY PR &R€ETOR PARTNER EX-rUTIVE: E.L EA H ACC€'.DENT S 1 0430 0aa OFFICERWEMBE'R EXC'LUCIEr 1 BU&A - 0) A (Mandatary in NH) I13-'1J403304..1.8-15-C 11./1/2018 1'1/1/2019 EL -IEEtASE,EAEMFLOYEE S _ 1 000 000 0) IY yes describe under .__..._._.__ _. ®... .._. 0,E`SCR€PTION OF OPERATIONS below � E.L.DISEASE-POLICY LIMIT S 1,000,000 B DIRECTORS 5 OFFICERS LIAR 106014972 11/1/2018 11/i/2019 OCCURRENCE $2,000,000 � A CYBER LIAB ZPL-IGN01769-18-15 11/1,✓2018 11/1P2019 OCCURRENCE $3,000,000 0 DESCRIPTION OF OPERATIONS d LOCATIONS P VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more spaco Is required) ' Certificate holder is named as an Additional Insured with respect to General Liability and Auto Liability if required by written contract. I K MENIT 5 __, D :m. •� WHIM 6 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of Cotlrltl7 THE EXPIRATION DATE THEREOF,NOTICE WILL 0E DELIVERED IN � Co issioners ACCORDANCE WITH THE POLICY PROVISIONS. 1111 12th St 0 Suite 408 AUTHORIZED REPRESENTATIVE Key West, FL 33040 Stacie. € T ,:I, u x a,, 4,1 P `I 1988-2014 ACORD CORPORATION. All rights reserved, ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Packet Pg. 1358 INS 25 2014€31