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Item T02 T.2 County f � .�� ",�, 1 BOARD OF COUNTY COMMISSIONERS Mayor Craig Cates,District 1 Mayor Pro Tem Holly Merrill Raschein,District 5 The Florida Keys Michelle Lincoln,District 2 James K.Scholl,District 3 David Rice,District 4 County Commission Meeting March 22, 2023 Agenda Item Number: T2 Agenda Item Summary #11777 BULK ITEM: Yes DEPARTMENT: Fleet Management TIME APPROXIMATE: STAFF CONTACT: Daryl Greenlee (305)292-3452 N/A AGENDA ITEM WORDING: Approval of an amendment (457179) to the Synovia contract for fleet vehicle tracking and monitoring (441 units). This amendment extends the agreement for one year retroactively to June 5, 2022 at a cost of$128,376.00 and replaces 3rd generation devices with 4th generation devices and combines and renews previous agreements in one contract. The contract is funded by the Fleet budget. ITEM BACKGROUND: Staff seeks BOCC approval retroactively to June 5, 2022 of Synovia contract amendment(SYN 4: 57179)which amends and replaces existing Synovia contracts SYN 4 23600 and lease 7442; SYN 15594 and lease 7441; and SYN 46473 and lease 7878. The amendment terminates leases 7441, 7442, 7878. As a part of this amended agreement, Synovia will replace 68 3G units with new 4G units and combine and renew existing contracts. NOTE: This amendment was approved by the Board on 11/15/2022—AI4 F.45 - Agenda Item Summary 11376. However, due to a discrepancy in the number of GPS units, the Clerk wasn't able to execute the contract. PREVIOUS RELEVANT BOCC ACTION: 15 JUL 2020 BOCC approved 2ad amendment to Synovia Solutions, LLC agreement. (Agenda item C-35) 11 DEC 2019 BOCC approved Is' amendment to Synovia contract(Agenda item C-11) 06 JUN 2019 Original contract entered with Synovia Solutions, LLC. NOTE: This amendment was approved by the Board on 11/15/2022—Agenda Item 4 F.45 - Agenda Item Summary 11376. However, due to a discrepancy in the number of GPS units, the Clerk was not able to execute the contract. CONTRACT/AGREEMENT CHANGES: Amend current contract STAFF RECOMMENDATION: Approval Packet Pg.4243 T.2 DOCUMENTATION: Synovia third amendment with attachment Synovia Contract 1 st Amendment to the agreement w-Synovia- fully executed Monroe County Synovia Solutions - 2nd Amendment FINANCIAL IMPACT: Effective Date: 5 June 2022 Expiration Date: 5 June 2023 Total Dollar Value of Contract: $128,376.00 Total Cost to County: $128,376.00 Current Year Portion: $53,490.00 Budgeted: Yes Source of Funds: Cost Center 23503 Contractual Services SC_00036 CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: N/A If yes, amount: Grant: N/A County Match: N/A Insurance Required: N/A Additional Details: N/A REVIEWED BY: Daryl Greenlee Completed 02/28/2023 2:08 PM Kevin Wilson Completed 02/28/2023 2:10 PM Christina Cory Completed 03/10/2023 9:34 AM Purchasing Completed 03/10/2023 11:30 AM Budget and Finance Completed 03/14/2023 9:48 AM Brian Bradley Completed 03/14/2023 10:44 AM Lindsey Ballard Completed 03/14/2023 1:01 PM Board of County Commissioners Pending 03/22/2023 9:00 AM Packet Pg.4244 DocuSign Envelope ID: DEB3F7EF-3CBC-478F-BBF2-7505794B3877 T.2.a Third Amendment to Agreement for GPS TRANSPORTATION MANAGEMENT SOFTWARE SERVICES This Third Amendment to the Agreement dated June 6, 2019, as amended, is made and entered into on this 9th day of March,2023,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"), U) AND Synovia Solutions, LLC., a Foreign Limited Liability Company of the State of Florida, whose address is 9330 Priority Way West Drive, Indianapolis, Indiana 46240, its successors and assigns, hereinafter referred to as "Synovia"or"Contractor", WiTNESSETH: E 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("Original Agreement"),which was E for an initial one-year term beginning June 6,2019 and terminating on June 5,2020; and cu U WHEREAS, County and Contractor entered into an Amendment to Agreement on December 11, 2019 ("Amendment"), in with additional Fleet Vehicles and equipment was added to the GPS based transportation management software, with an amended Scope of Services shows in Revised Attachment A to the Amendment, and increased the compensation due to Contractor as out]ined in Attachments B and B 1 to the Amendment;and WHEREAS,on May 20,2020,the BOCC ratified the Amendment dated December 11,2019,as Attachment B was inadvertently omitted from the initial Amendment, and the Amendment as ratified, included all referenced attachments;and WHEREAS,Contractor has provided GPS based transportation management software services,including but not limited to Project management, Hardware Activation & Configuration, Hardware Shipping & Installation & Testing,Hardware Warranty, Server Setup with Software, SAAS Software, System Hostin in Synovia Cloud, System Security & Off-Site Backups, Unlimited Users (Staff), Unlimited User Access (24/7/365), Unlimited Customer E Support(24/7/365),Unlimited Software Updates&Enhancements,Unlimited Verizon Cell Services, Unlimited User a� 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";and WHEREAS,the GPS based transportation management software services under the Original Agreement,and the Amendment, as ratified, both utilize cooperative purchasing and pricing under a competitively bid solicitation by Sourcewell, a unit of government created under Minnesota Law, for Fleet Management and Related Technology Solutions(contract#022217-SSL; effective 6/1/17 to 6/l/21);and WHEREAS,the County desires to renew the Original Agreement as both parties have found the Agreement to be mutually beneficial;and E c� 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. In accordance with Article VII, Compensation and Term, Paragraph 7.4.1. Term of Agreement, the County hereby exercises its option to renew the Original Agreement for the second of four(4)two-year extensions. Packet Pg.4245 DocuSign Envelope ID: DEB3F7EF-3CBC-478F-BBF2-7505794B3877 T.2.a This renewal shall be retroactive to June 5, 2022 and shall terminate on June 4, 2024, unless terminated earlier under another paragraph of the Original Agreement. 2. Attachment A to the Agreement as referenced in Article 11, Scope of Services,shall be amended and replaced with the revised Attachment A, attached hereto, entitled`-Municipal Amendment Syn#: 57179"which adds 441 4G units. 3. Article 7, Compensation and Term, 7.1.1, shall be amended to add Attachment A"Municipal Amendment Syn#: 57179" which adds pricing for the additional vehicles and equipment and to revise the Total Not to _ Exceed amount as follows: t) 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 A "Municipal Amendment Syn #: 57179", attached hereto. The total Estimated Not to Exceed Amount shall now CL include$10,698 per month and$128,376.00 annually. 4. In all other respects, the terms and conditions set forth in the Agreement dated June 6, 2019, remain in full E force and effect. In the event of a conflict in terms between Attachment A -Municipal Amendment Syn #: 57179", the Third Amendment and the Original Agreement, the terms of the Third Amendment and the E Original Agreement shall prevail. E IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. ra U 2 0 (SEAL) ATTEST: KEVIN MADOK, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA �E c� By By As Deputy Clerk Mayor/Chairman E WITNESSES: SYNOVIA SOLUTIONS,LLC. ,¢, E By yV t In In Un r,A�Sbin Witness 1 Brennen Carson, Chief Revenue Officer 2 Witness 2 > 0 a� Approved as to€o nn and legal sufficiency ate+ a.a " oruce Cour,Anoines`s()fflce Chdstuaa Ccry,Assistant County Attomey Date:3110123 Packet Pg.4246 Attachment A Municipal Cal/Amp- Phone: 317-208-1700 Amendment Toll Free: 1-877-796-6842 SYN : 577 y�~:ov � )'chjf��on �.L Fax: 317-208-2202 `s0 rot, Amends SYN#: 15594 ,23600,46473, Customer Legal Name Customer Billing Address (If different) Monroe County Same Address Address �r 3583 South Roosevelt Boulevard E as City County City County Key West Monroe rya 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 Municipal PO Number(if applicable) PO Number(if applicable): PO Expiration Date: E CONTRACT DURATION / NUMBER OF VEHICLES Term of Agreement: 0 12 Mo. ❑48 Mo. ❑60 Mo. ❑_MO. E Effective Date: Upon Installation Total Number of Vehicles: 441 Tax Exempt: ❑ No 0 Yes(Attach Certificate) SOFTWARE LICENSES EQUIPMENT LIST TYPE QTY 0 Core Track&Trace ❑ Ridership LMU: 3640 276 S ❑ Comparative Analysis ❑ Navigation as 0 Time and Attendance ❑ Here Comes the LMU: 2830 165 E 0 Engine Diagnostics U ❑ Fuel Card ❑ DVIR Other: Installation: ❑ Synovia 0 Customer Carrier: 0 Synovia ❑ Verizon ❑ Sprint ❑ AT&T SPECIAL INSTRUCTIONS: This agreement amends and replaces existing SYN#23600, Lease 7442,Syn #15594,Lease 7441,Syn#46473,and Lease 7878("Previous Agreements"). Synovia will replace 12 3G LMU4220 units E with 12 LMU4233 4G units and 56 TTU2830 3G units with 56 TTU2830 new 4G Units. Upon receipt of the first invoice under this Agreement,the Previous Agreements are terminated.Termination of the Previous Agreements do not relieve E Customer of any payment obligations due under the Previous Agreements prior to termination and is without prejudice to any of the Vendor's rights, powers, privileges,remedies and defenses, now existing or hereafter arising,all of which are hereby expressly reserved. Vendor will ship and install the new 4G units under this Agreement as soon as operationally feasible and at the sole discretion of the Vendor. RATE AND METHOD OF PAYMENT 0 0 Monthly rya Base Payment$ Number of 28.00 X Vehicles 276 = $7,728.00 ❑ Quarterly Base Payment Number of $2,970.00 E $18.00 X Vehicles 165 = _ ❑ Annually U Total Monthly $10,698.00 Rental Payment _ ❑ Check Applicable Sales $00,000.00 Tax — ❑ ACH Total Monthly $10,698.00 Rental Payment with Tax _ ❑ 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 Packet Pg.4247 T.2.a CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON, EXCEPT AS PROVIDED HEREIN. AUTHORIZATION Company Full Name(Please Print) Monroe County Board of County Commissioners Authorized Signature Date Authorized Representative of Synovia Solutions, LLC Date Authorized Signer's Printed Name Title Printed Name Title. E Chief Revenue Officer Brennen Carson RENTAL AGREEMENT TERMS AND CONDITIONS 1.OWNERSHIP OF EQUIPMENT.Synovia Solutions,LLC(hereinafter referred to as"Vendor")is the sole owner and titleholder to the Equipment.The Equipment consists of the unit(s),all peripherals,and/or connections and supplies used for installation. This Agreement constitutes a lease or bailment and is not a sale or the creation of a security interest.Customer shall not have, or at any time acquire,any right,title or interest in the Equipment,except the right to possession and use as provided in this 0) Agreement. E 2. RENT.The Customer agrees to pay Vendor the rental payment when due.If any payment is more than ten(10)days late, the Customer agrees to pay a late fee often percent(10%)or Ten Dollars($10),whichever is greater,on the overdue amount. E Customer also agrees to pay Twenty-Five Dollars($25)for each check or ACH that the bank returns for insufficient funds or any other reason.Vendor shall have the right to increase the rent upon renewal or extension of this Agreement.Vendor shall notify Customer of the rental increase forty-five(45)days before the expiration of the Initial Term. �E 3.SYNSURANCE. During the term of this Agreement Vendor warrants to provide to Customer at no cost the following: automatic quarterly updates with new features,map data,patches and hot fixes;6 months of"bread crumb"data plus 2 C, years of reporting;proactive trouble shooting on a weekly basis;hardware script updates twice per year;uptime at 99%or Vendor will provide a credit for one days charge for the entire fleet;hardware warranty with replacements;2%spares on site with spare replacement within 48 hours;first occurrence fix or Vendor will provide a credit for once days charge for the entire fleet. V' 4.TAXES AND FEES.This is a net rental.Customer agrees to pay on or before their due dates,all sales taxes,use taxes,personal property taxes,and assessments or other direct taxes or governmental charges imposed on the property or leveled against cs or based on the amount of rent to be paid under the Agreement or assessed in connection with this Agreement,even if billed E after the end of the rental period. C 5. NON-APPROPRIATION OF FUNDS. The Customer affirms that funds can and will be obtained in amounts sufficient to make all payments during the Agreement term.The Customer hereby covenants that it will do all things within its power to obtain,maintain and properly request and pursue funds from which the payments may be made, specifically including in its annual budget requests amounts sufficient to make such payments for the full Agreement term.The Customer intends to make all such payments for the full Agreement term if funds are legally available for that purpose. If either sufficient funds are not appropriated to make payments or any other amounts due under this Agreement or(to the extent required by applicable law)this Agreement is not renewed either automatically or by mutual ratification, this Agreement shall terminate and you shall not be obligated to make payments under this as Agreement beyond the then-current fiscal year for which funds have been appropriated. Upon such an event,you E shall, no later than the end of the fiscal year for which payments have been appropriated or the term of this Agreement has been renewed, deliver possession of the Equipment to Vendor. If Customer fails to deliver _ possession of the Equipment to Vendor, the termination shall nevertheless be effective but Customer shall be responsible, to the extent permitted by law and legally available funds, for the payment of damages in an amount equal to the portion of payments thereafter coming due that is attributable to the number of days after the termination 0 during which Customer fails to deliver possession and for any other loss suffered by Vendor as a result of Customer's failure to deliver possession as required. Customer shall notify Vendor in writing within seven days after(i)its failure to appropriate funds sufficient for the payment of the Payments or(ii)to the extent required by applicable law, (a) this Agreement is not renewed or(b)this Agreement is renewed by Customer(in which event this Agreement shall be mutually ratified and renewed),provided that failure to give any such notice under clause(i)or(ii)of this sentence E shall not operate to extend this Agreement or result in any liability to Customer. Non-Appropriation under one U Synsurance Agreement shall not affect the validity or enforceability or any other Synsurance Agreement or contract between you and us. 6. LIABILITY AND INSURANCE.The Customer is responsible for any losses or injuries caused by the Equipment. Customer assumes all risk and liability for the loss or damage to the Equipment or the injury to any person or property of another,and for all risks and liabilities arising from the use,operation,condition,possession or storage of the Equipment.The Customer must continue to make rental payments through the entire term of this Agreement and may not cancel this Agreement for any reason,even if the Equipment has been damaged or destroyed.Vendor is not responsible for any losses or injuries caused by the installation or use 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.This Synsurance Agreement specifically excludes damages or loss due to theft,vandalism,any use outside normal wear and Packet Pg.4248 T.2.a tear,Acts of God,or other circumstances outside the control of Synovia. This agreement also excludes loss due to changes to cell phone providers, coverage area changes or other changes to cell phone or internet availability. Customer understands and accepts that the hardware devices are carrier specific and any changes to the carrier might results in non- performance of the hardware devices. Customer agrees that Synovia is not responsible for any loss or damage due to changes to the cell carrier provider or the use of third-party hardware,services or software by the Customer. IN NO EVENT SHALL VENDOR'S AGGREGATED LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY,EXCEED THE AMOUNT PAID BY THE CUSTOMER TO VENDOR UNDER THIS AGREEMENT OVER THE PRIOR 12 MONTHS.VENDOR SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF OR DAMAGE TO THE CUSTOMER'S VEHICLES OR ASSETS OR LOSS OF PROFITS,REVENUES OR DATA,EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.USE,MAINTENANCE,AND CARE OF EQUIPMENT.The Customer shall be entitled to the absolute right to the use,operation, E possession, and control of the Equipment during the term of this Agreement, provided Customer is not in default of any provision of this Agreement.The Customer shall assume all obligation and liability with respect to the possession of the Equipment,and for its use and operation during the rental term.Customer agrees to reimburse Vendor in full for all damage 07 to the Equipment arising from any misuse or negligent act by Customer,its employees,or its agents.Except for the instance of misuse or negligence, Vendor assumes full responsibility for the performance of the hardware and software and any defective or non-functioning hardware(except wiring)will be replaced at no cost to the customer,provided the Customer as is not in payment default. Customer acknowledges full cooperation in the RMA process outlined on the Support page of E 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 as where it is located. If the Equipment is not being properly maintained in the sole opinion of Vendor,Vendor shall have the right,but not the obligation,to have it repaired or maintained at a service facility at the expense of Customer. 9.ASSIGNMENT.The customer has no right to sell,transfer,encumber,sublet,or assign the Equipment or this Agreement. E Vendor may sell,transfer,or assign this Agreement without the Customer's consent.In the event of assignment by Vendor, assignee shall have all the rights,powers,privileges,and remedies of Vendor set forth in this Agreement, but none of the obligations (including but not limited to service or maintenance obligations). Customer agrees not to raise any claim or defense against Vendor or such assignee arising out of this Agreement as a defense,counterclaim or offset to any action by assignee for the unpaid balance of payments due or to become due under this Agreement or the possession of the Equipment. O Vendor shall assign to Customer all manufacturers,Vendor or supplier warranties applicable to the Equipment to enable Customer to obtain any warranty service available for the Equipment.Vendor appoints Customer as Vendor's attorney-in-fact for the purpose of enforcing any warranty.Any enforcement by Customer shall be at the expense of Customer and shall in no way render Vendor responsible to Customer for the performance of any warranties.This Agreement and each of its provisions as shall be binding on and shall insure to the benefit of the respective heirs, devises, executors, administrators, trustees, successors and assigns of the parties to the Agreement. 10.CONFIDENTIAL INFORMATION. a. "Confidential Information" is information disclosed by one Party ("Disclosing Party")to the other Party ("Receiving Party"),that is identified as confidential or which by its nature or circumstances of disclosure a reasonable person would believe to be confidential. Confidential Information may also include third party information in the possession of the Disclosing Party. b. Obligations.Receiving Party shall,with respect to any Confidential Information of the Disclosing Party:(i) use the Confidential Information solely for the purpose of exercising its rights or performing its obligations as described in this Agreement,(ii)not disclose or provide access to the Confidential Information to any third E party except as authorized by this Agreement,(iii)use the same degree of care to protect the Confidential Information as the Receiving Party uses to protect its own Confidential Information of like nature,but at least reasonable care, and (iv) restrict access to the Confidential Information to such of its personnel, agents,or consultants who have an identifiable need for such access and are bound by a written non- disclosure agreement that contains restrictions at least as protective as those set forth herein,provided 0 that Receiving Party will remain responsible to the Disclosing Party for any violation hereof by its personnel,agents or consultants. C. Exceptions.Section 10(b)of this Terms and Conditions(Obligations)will not apply to information that:(i) is or becomes publicly available through no fault of the Receiving Party,(ii)is rightfully communicated to as the Receiving Party by persons not bound by confidentiality obligations, (iii) is already in the Receiving C Party's possession,free of any confidentiality obligations at the time of disclosure,or(iv)is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose the Disclosing Party's Confidential Information: (A)in response to a judicial or governmental order, provided it shall first give notice to the Disclosing Party (unless such notice is precluded by the order or by applicable law)so to enable Disclosing Party to seek a protective order at no cost to the Receiving Party, (B) as required by applicable law,or(C) in order to establish the Receiving Party's rights under this Agreement, including to make such court filings as may be required; provided that in the case of each of the foregoing,the Receiving Party reasonably minimizes such disclosures to the extent legally permissible. Packet Pg.4249 T.2.a 11.DEFAULT.If the Customer does not pay any amount when due or perform any obligation required under this Agreement, the Customer will be in default.If the Customer defaults,Vendor can demand that the Customer pay the remaining balance of the Agreement and return the Equipment at the Customer's expense. At Vendor's option,Vendor may repossess the Equipment.Customer waives any rights that Customer may have to notice before Vendor seizes any of the Equipment and waives any requirement that the Vendor post a bond in connection with such seizure or possession. In addition, if the Customer breaks any promise in this Agreement, Vendor can use any remedies available to Vendor under the Uniform Commercial Code or any other applicable law.The exercise of one remedy shall not be deemed to preclude the exercise of any other remedy. No failure or delay on the part of Vendor to exercise any remedy or right shall operate as a waiver. Acceptance by Vendor of rent or other payments made by Customer after default shall not be deemed a waiver of Vendor's rights and remedies arising from Customer's default.The Customer promises to pay reasonable attorney's fees and any costs associated with any legal action or action to repossess the Equipment or to enforce or interpret any provision in this �r Agreement.This action will not void the Customer's responsibility to maintain and care for the Equipment. 12.CHOICE OF LAW,FORUM AND JURY WAIVER.The Customer agrees that this Agreement will be governed by and construed in accordance with the laws of the state of California or,if this Agreement has been assigned by Vendor, the state in which the assignee is headquartered. Vendor and Customer waive the right to a trial by jury in the event of a lawsuit. Any suit, claim, or legal proceedings arising under this Agreement shall be brought only in a court of I competent jurisdiction in the state of California or, if assigned by Vendor, the state in which the assignee is headquartered. 13. RENEWAL.After the initial term or any extension thereto,this Agreement shall automatically renew on a year to year as basis unless the Customer notifies Vendor in writing by Certified Mail,UPS or Express Delivery directly to Vendor to:Synovia Solutions/CalAmp,Attn: Customer Success, 8888 Keystone Crossing,Suite 1300, Indianapolis, IN 46240 at least thirty (30) a) days prior to the expiration of the initial term or extension that the Customer does not choose to renew.No other manner of d communication is acceptable.Upon the expiration date of this Agreement,Customer shall relinquish the Equipment to Vendor together with all accessories,free from damage and in the same condition and appearance as when received by Customer, allowing for ordinary wear and tear.The Customer agrees to pay removal charges.If Customer fails or refuses to relinquish the Equipment to Vendor,Vendor shall have the right to take possession of the Equipment and for that purpose to enter any premises where the Equipment is located without being liable in any suit,action,defense or other proceeding to Customer. The Customer must pay additional rental payments due until Vendor or its agents receive the Equipment. 14. RIGHTS TO DATA. Vendor retains the rights to anonymous summary data analysis and to share analysis with 3rd parties. Vendor will not identify the data source as being from the Customer nor portray the data in such a manner as to identify the Customer.Customer agrees that Vendor shall own all compilations or analysis of the data created by or for Vendor. From time to time, Vendor may receive data or information requests or subpoenas from third parties, either as a result of an investigation or pending litigation. Customer hereby consents to Vendor's disclosure of such data or information requested pursuant to a valid and enforceable document request or subpoena. Customer agrees that it shall not be entitled to notice of such disclosure except as required by applicable state or federal law. 15.OTHER RIGHTS.The Customer agrees that Vendor's delay or failure to exercise any rights does not prevent Vendor from exercising them at a later time.If any part of this Agreement is found to be invalid,then it shall not invalidate any of the other _ parts,which shall remain valid and in full force and effect,and the Agreement shall be modified to minimum extent provided by law. 16.ENTIRE AGREEMENT,AMENDMENT,SEVERABILITY.This Agreement represents the Entire Agreement between Vendor as and the Customer.Any amendment,waiver or charges will bind neither Vendor nor the Customer,unless agreed to in writing and signed by both parties. No agreement, representations or warranties, other than those specifically set forth in this a) Agreement shall be binding on any of the parties unless set forth in writing and signed by both parties. E 17.ACH/DIRECT DEBIT. Customer agrees to enroll for automatic payment via credit card or direct debit ACH if payment is less than$250 per month. Customer agrees to execute separate ACH/Direct Debit Form if this condition applies. Further, there will be a $7 per invoice charge if invoiced through the mail. There is no invoicing charge if invoiced electronically by email. 18.COUNTERPARTS.This Agreement may be executed in one or more counterparts,each of which shall be an original and all O of which together shall constitute one and the same instrument.Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic(i.e.,"pdf"or"tif",including DocuSign®)format,will be effective as delivery of a manually executed original counterpart of this Agreement. 19.INSTALLATION SURCHARGE.The total monthly rental price on this Synsurance Agreement includes one visit(at a mutually agree upon date)by the Vendor or its authorized Contractor to install the contracted hardware and peripherals. If Vendor or U 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. d 20.IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING ANEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities,Federal law requires all financial institutions to obtain,verify and record information that identifies each person who opens an account. What this means for you: When you open an account,we will ask for(i)if you are a legal entity,your name,address,and other information that will allow us to identify you;(ii)if you are an individual,your name,address,and date of birth. We may also ask to see your driver's license or other identifying documents. Packet Pg.4250 T.2.a 21. 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. 22. TIME LIMITED PROMOTION. In the event of a time limited promotion, revisions or modifications to this Synsurance Agreement will not be permitted. Customer Initials �7 Qa �7 I Qa Qa C, O Qa U Qa E Qa E O Qa E U Packet Pg.4251 Record of Signing Brennen Carson Chief Revenue Officer 3N &ugnec.l on 2023-01-19 00A-% 02 GUFF as as as E E E 0 as .0 U as as 0 as .0 U concOrd Where agreements happen. Packet Pg.4252 T.2.b BOARD F C'OUNTI COMNIISS '1IIIII••IIII�. ��:@mad €rrrm�n,u� V Kw= I e Florida Keys 0 ' a :'�l m�' mm D ek f i ( ..t W Dm,ad Rice,Disth C 4 Monroe Cmmmmmmm:y Boat d ofCommm q C mmiissio iuer Office of the County Admmmiri-mm for The Historic Gato Cigai Factory 1 100 Simonton Street,Suite 5 Key West, FL ymm 040 11 0' Parn Hancock, Deputy Cleric MEMORANDUM E DATE: June 13, 2019 SUBJECT:BJE .,T: Small Cmmmmtmmmmw t � ......Wm..... _ _. . _.. ..e ... 0 SmmmmmlI cmmmmtmact for ymmm.mr recm!:mm"ds only � c� Enii,'�osm rev 0 t3 0 E c� Packet Pg.4253 COMRACTSUMMARYFORM Contract y1flu S novia Solutions,11C lontract A ............. ......... Effec"fiyel)ate- _Upon.Execution Expiration Date, ..................... contlact P pos ill e"DI.Iscription: 'I'S based trai -S ]Heet A ryy�em[,e,pt softwarem,,rvices 15or the COUtfl"Y Dep,ir!. ent, coo"!L z 41111�!m P-1 - I I - -G, , I .... .......... solicitatim b Som cewel 1. 1"or,Fleet ManIEriment and Related'!'echno o Solutions Sourcewell contraCir#022217-SSI, E . ......... ��ma me 00figinmil Agreement 0(','ontract A,rrieriiiri,aerit,/Ext(IlSi�)1,1(oamsnmog nume than 6 mondim mimt be appicomf b) 130C,C) 01' I Renewa I (Auich Rencual Form of all candammas hwwemmal is set fimh nashe Polm)agr r 11ui, (L Contract Manage r" _.,Dar, pur�:qnlee 3452 Fleet Managerrient/.St #4 (Name) (INt') (Department/Stop 9) E E E CONTRACTCO&I 15S U Total Dollar Value of Contraillt: Not to Current Year Portkm: Not to jMum be fi: w dun S50,000) (19'muffijCajr �her� .5 exceed exceed 0 v:qwres 13OCC appru%A,unlc,,s dic 49,000.00 renn%M mcem all of the remilmal 49,000.00 condamilitas Sia fimb liudgeled"? Yesm ?40 J, AccolInt Codes: 504-23503-530341- Grant. $ ISI/A. County Match: $ N/A 0 ADDITIOI�41%1 COZ13"Tc 0 F,stimated Ongoing Costs: $N/Ayr I'm 'N/A (Not ir�duded iri dohar value arbove) (e S.Ianit(Ldal,salarie;i etc,) E ("ONTRA('71'RE V IEW T'he contract review and ppproyal must be co i g1g1p4_�pfoTe§qt itting jo tli, "'our I ............ Administnilto.r. I)eparunefit Director Date Risk MaLtiagem.ent Date� AS, 0,M.B.`Purcha,si rig Date, �o,,/ florney 1XIte (',"ounty Atiorney za"w"41a Packet Pg.4254 T.2.b FCIII "I'll SEE F ttI'1 k°".. ICH IDOF I.WARE SERE�Rltl(",E Ttls Art�°eermrer.'rl'i t � � � the State ntm� twlirtrrur� 20 try an � ("Agreement") Co ur•Ilu"rr, rtu rfltll a« a bdivi.d entemd �u(.uc�u�� f �T"I hose �"� .� Il�r�.twwuu.wtur trt address is .1 100 Ekr,..tru;rtttrrn Efrr:el, t awtr West, II krrt.ida, 33040, its successors and assw ruw„ *t tln frirarte refeued to uu' '� Ias ll'(" to"q IT'S," thra:aUgh t�."w!a Munro County B6 rd of 4� t.nt a U) tt"NkD CL tlrar�6a srrtwttt ns' t..11..t „" a Foreign Lirriked UabiHty Company of the State of. Fkrrrilidrw„ whose address is 9330 Priority iorit Way West k:dve, trru:turru trwkrroH s, HNN 46240 its wt.xw ,wrssors I,.trt "umrsrttrr„rll hereinafter rmrtorr'ed to as °°ttuwTlra° via„" rwu °" s t1t ll'k .ACI T°t'ud °"„ "rt t k IIt.EAS, s:tu"tUllrt..t...Y desii rw to rwmgLJre GPS I'Dased tliran,sl�l:)obaUrjn management software services for fl rrr C'�Ot.D t�FY"E t°°deet repaill.tmler .utt and E t rt..kll°t r"VGA S„ (:)l\,7RACTu 4°t has agreedto krrovk l 'P Ire" "m�urd t� nspo ��w��on rrrr ttr aka true„irt c? Software serwrces %0'6ch shaH 1iIIrrrku�ua +w" but not be ifintted to prove diurg t:��roect Management, � Hrrtw,a"urmwr Ttw iuwsrtkrrtr 8, Crrizt`kd t.vation, Il. anJwwa re t t..ukarkring & fast tl'ation & Trm,mmtutr , HarEwwr r(n 0 Warranty, t �h (Staff), i c 4 u „ rmfeu Se,ct ty& Off- Baswrps, !IVirn4ed Use ttrunr t&'JUs rAc .(24//365)r trrurtd �- "rrst umre " rrl r r rrt 4 tt,,5 Urukurrrlt a 13oftw re Updates & Live ceim k.k"wt nflnil� wrpktll.0 Every r COS r��r ce, t,Utrlrurrrtw�d M Vest ..'k r utrur°tm ((,)r-t�. irl e„ tr°��r,.rtrructrrr t�wr�°t� 6 m m � � .w ., � r'B trmllrwlllrrl;r�t m ,.,^ rl trllltd,r bt �.�� m ' � ^r 'wm a ..,I � I � � I w�ri m:..�� wk ssi t�wtri��w. - Singr t u':�rorrt o Contact,ct, wwktrch seNc w hafl 0 w .. ��Mlrrtu�� uwu�r,w"", II I� t r�rk. u "rrtlm"r°:tkw:. t. u u" � " I.,rr r°wufwMtml,,r:urt t.r°:r � ttrw. II:..��t.wr�r,W,mt°"; r � r,r:rl��rrtrrrtkt:i�r�rurt Ihrurt wruttw�kttrarru Sr��r�uat�u,�rwwetll, kgt�ku�� awtw��rtlw llrorrrt°:Ilrwkrrt�t uw� ' ruwuurt under"E9'Ti't_tT'[E.'� tl-rkw Agreement MH r�;��. tmu4 � mmmlent meated r.uirdeL. V' urrnesota -awil for Fleet Management and t�' at rt ..t..'amhrn otogy,SoMion (contract E 22" t t"-STD „effective 6p�ttl.t„ to°r Etwk t' t)p k'°wlUW, Tt..IEFU FO tE, in mrrrrr udeir tirrrr of tl' e r°IlrUtwu"wt promises, covenants and (Irerrrnents c� stated Ilrr refer, and for other good and w,c4t.jabl c amour rkcr ticn, tkrlc s ui'fic. ency of which tc hereby wa,.trrrrrw et «Jgeu.:t„ "s °Ut, )" and CONIT ZACTOIR agi,ee as fottruw s' I F I„ f- III w ��° .......IIL...... T " " `t tl t EPIMSEt'"111t T „t..t IMS AND WARIII!IAN t""tEE By executing tHs Agi'e nllrrcrrt„ CONTFZACTOR trrctres the krwttcwwitutt express repi'° curet ttccmw and wwa r r° fees to the t"T TUI T'°r Packet Pg.4255 necessary to act �as CUNJMACM�� for thf.� mject unW the C019TI'RAC10FR,'S duties hereunder have been fuHy saflsfie(J; has becc)nie fmr0iar with the silte(s) and fl-ie gocaq cc:)ndiflons unde� wNch the Pii °:)Jecl is W be comp�eted, 1.1 3 1'he CON I FRA C I-OR shafl pi,epare aH documenu afic)n requnu ed by qhJs Agreement un such a n'ianiner that they shall IlDe accurate, coo;dinated and a(Jequate for use in vei'ifylilg VmI"' E m�)irnpletefl and shiafl be in conformity and mq��fly Mh afl appficable �aw, �,;odes and 2 reguWJons, Fhe C01IT1 t?IAC1 U�R, wai-Tants that the 6)cumerfls preparei!J as a ;�)ai't of this U) Agreeineint Wfl be adequate aincJ suffic nt to dof;umen� costs fin as maniner that is accq�)taUe foir reirn�')ursemenl by governiment of encies, therefon,� 0iminating any 3 CL wki�floria� cost due to missung o� fircoi'i'.ect information, 0 I 1.1.4 The rp.uq q.q ?A('DDR assurnes fufl respoiiisqWfity lo 'Jie extent aflowed by qaw wMi regau d E to, Ilrus pe'rformance and those (Jli ecVy under 'fls ern;)�oy, E 1A 5 FN:1 CG'� �1 �RACTOFR'S ser)Jces shaH be Tied as exped tiously as is cons�stent wifli pn)ttessk:maI skM and caii,e andNm Ordeiiiy )rogiess()fhe ject. n providling afl ser0ces E f)Umuant to this agreein(:mt, the CONTRACT(DR s�haJ abi(Je by afl statutesll or6nancesll u.u.ugrr°s and ii'egJatiu as pertahflng to, or regulating the pmvis�ons of suc:1p murices, inchufing those now fur effect and herehiaftet adq)ted, Any vuob�tion of sa d sWtut(is11 or(Jiinancesl, U rUes and uegtflations shafl constitute a mateiiaY Dmach of 114uus aoeeriieNl and shafl entifle I the Boau'd lerminati:3, this coMiact rmrrediate�y u;mn di:,flvery of wr�'lten imtice of 0 term naflon to the (",01,4TI°;ZACTOFZ, LO 1.1 t all times and for a1 ;)urposes under Ihis agi-eermmt 11.he M'qTF?,ACR us an indq)endent cointiraclor n urea an ernp oyee of the Iltturmd of Courfly (,,oimNssgcn&s for 100111.0e! COU11"Ity,, 'do statem(Nit contauned rn this agii-eement shafl b43 c(�)nstrued so as k) 0 find the C ONTI�RACTUR �)i- any of his/heii emp o� y c ees, )ntact rs o , se rvan o�ts, ai')en'1s to U be ernp1oyee!:51 of the Board of Q�wnty (,W'oirninusstoners foi M)nroe (',1ounty,, 0 FI (10 NT fRACTO R s ha i!i (J i s or i�n i ri a te ag a��i s t a n y peu so n og i U-,ii e bas i s of ra ce, cn:ed c6or, nationa� oiligfin, sex, age!, or ar�y c:rflrer characterisfic or aspect wNch ns not jcfl) re�ate(J, in its recruiting, hiring, �jrornoflng, tenyJnaflng, c�)r any othei, area affect'ling E eirn��)fi-,�yment uimJer this agieernent of, w�th the pri�)visicn of seMce!; o� goodS Under tHs agreernent, AIR"Ircl E 11 SCQ l� 1: BASIC SE CES 1 1 DEFINI 1 0 COINJ I FRACT(')R',"3 Sci)p!)e of Basic Se vttces consist of those descdbEd qn Attachment A, 1 he C0l11'4TRACill Z shaft ct:prmnence work on Ikhe seivqces provid(o�i for in this NJu :r&neih ��j Y, prornp�]y qx�m hqs tA a wi'Weni noUce tx�) f�)i(�uct:)ed fit:)rn the LN I I Packet Pg.4256 2.3 NOT�Gl,,: Ate written ci�)rrespondence to the CO(flNJTY shall be dated and sngined by an author�zed iirq)resentaOve of the CQNTRACTOF. u.n unot.dn e reqiJred or IG)erm�tted w)der tNs ,i gree mieril shaH be in wrdfln i g and hand defivered o r inafl e(i, postage pm-paid, to the CCX)llQFY by cedifled mafl, raturn iiec6pt r&,lUested, tau thE� f0flOMulg' E 1A, fRoy Sainf��hez Feet Dhector Moinm,, Q�)n inly Re et Mau enient CL 3583 S. :!ZooseveR ''"Hvd, Key West, Flodda 33040 E And: Mir, F!Zloilnan Gastes , Jr. Monroe County AdmuNstfatoiir E 1100 &mou flon Street, lRooni 2,205 < Key West, f��lor�da 33040 a E f°ou� ffie C0114TRAC'.T CAR' u ��leter 1"Jerneth Sentor Accotint Manager, klarkefing 0 SY IOVbl S6UOO IS, t LC >% 9330 Pr iulty Way West Dive Mn'ianat:mfisll tPJ 46240 0 u AR 111CLE III 0 ADI�)ITD?1111AL SERVICES "3 1 Addtfioinal sei-vk3es are sermces im t fiickjdE)(J un the Scq)e of Bask; Servk-.,es. Sliwfld flhe COUNTY requtie ad6tk)nal sei-vk;es to-buy :lhafl Ilx. Iluaki fi)r by the C(,')UlATY at ra�es or E fees negotated at the tfine when serVces are reqiJn,edl, L)uit orfly b :ippmed by the COt)NT)' bef(:�)iie commenceimeM, 12 H Ad6dona ervfi es are ilreqJred IlJhe Cu UN[Y shaH tssue a Jett equesfirig and des uu°nbtn°udt the requested sa)idces to the CONTRACT()[:Z, The CONITRACMR shaH respoind Wth a 'fee pn:)posa�, in acf�mrdance Mth the ciiwnpeflfive rata::,,s ur�deir the Reet Management and ReWed t echn6ogy &Aufioins t R )ntiract #022217 SL, tt.) perform tha requested servicilm On fter nreceiving ari amendrru,lnt t() fl-ie Agma:ment and a riofte to pfccE,,ed fronin the COUNTY, shaH the C"0 1JTRACT(DtR proceed with the Ad6fiorm� Seiwk;es. Any a(Jdffiou 4 setvices ii-nii ust be fijndeu�J and q)proved Ilu the B(�`sard of Cou ty Collmnl�ss u°:)nells, Packet Pg.4257 AIR'"I ICI IV COU1114 I„Y-9..................Illf°......'ESPONSSILI I 4.1 the COU141"Y slliaflE t)rovlde NM hnformafion iregamuming mfjuirements for the F)ro�ecml fiichj6no physical k;;afion of woii1( aiiid fleet documentaflon, 4 :3 Z.2 The COU11,1TY shaH des�gnafi:' a um to ac on the CUY`4TY's behalf with respect fi.) the Project, I he COUN FY (�)r its rq�)msentaflve shafl rendeu dei;Jsflons On a tim::1y mariner 1�:)eitain4ig to 6�)u,Iumenu rUu. )rrftled by 1kJ'ie CONT ZA("'TOR fii ()rd ' to avou d U) unreasonaNe uflmallay in the order�y and s&ju(,Inflal' piiogress of: the C(Dl'IFFRACFOR'S E SE'rvmes, U) .3 !Ia)rnpt wratten notk'e shafl Ibe gNen by the COUNT` airid its representa'Ni:D k) Hie CCRT'l RACTUR ufl Ifllray becom( ca:m'31 e::::,, of any fault or defect fii flie je t or non- conforrnance Wth fli'm Agieement Docuinerits, WiItteii noke shadl be deemed tx�) have :)een duly served if sent pursuant to l�)ara(�raph 2,3, 'J E 4A Fhe M 1,ff"Y shafl fui'Nsh Vre mqOied 4iformation and seiMces and shafl Neruder E approvaAs and deco suons as e aped ftuspy as neclessary fot the ordedy p:)r(�)gress of flie < CON "RA("t OR'S seMces am,l mmdi, cif flie conflact(rirs, a E 4 15 "1 tie COUIMI's ireva w of any firifonmadoin ux documents Varapan.',d by the COPJTZAM 0 R or its subconfializIons shaH be sollepy for the puirIDose of deteraifi)ung whiether suclh U fifforniaflon arum..docuilm,mits are generafly m:)nsflstent wflh ffie COL)NiTY's crRerja, as, and ff, rmxfified, 1a4o iiev ew of such onforimadorrdr d(:)curnen s shafl reJeve the (DO1\11 RACT( R, 0 mall` responshbflOy for the afxuracy, adequacy, fitu uess, s0tabflRy or cm 6nafion of Hs woirIq >% promJt uct' 46 The C(XY1',FTY shafl p�)rovkfiD cq)oes of necessary informaJon 011 (JOCUMents requfired 1m) comp�Aete the work, 0 U I 47 Any 0mlu�)nrafJon that m,ay be of assstance to flhe CG"JI fZACTOR that the COLA114 Y has > 0 41'imedlate access Ito MH be DroOde(J uRs requested, XIRTJCLE V 11ARM LESS E 5,1111 T'he C.OpIJTFRACTOFZ covenants and agre(Eli!s to uridenmJy and 1'okl hamfless RMi"POonme Coi.unty and Monroe County Bowd of County Clommussioners, its officers and employees from fiabflifiesl, damages, kmses armJ COStS, hlClU&ng but not Hm4efJ to, reasonaWe attorneys' fees, to the extent cause�:J by the negfigence, fecMessness:, or �ntenfiona�� wrongV condw.A of the COINITRACTOR, subcontractoir(s) and other pe�'s��ms e�,��ii )�oye��J or uttHzed by,the CON IRAC TC)R firu fl ue performance of the Contil act, 5.2 The fiust Ilea doflars ($10.00) of n:Drnuneraflon papd tm) tire OD114TPACTOIR, Iis for fl-e indei-r6fica9uon pirovpded fou above, The extent of Habifity hs fin no way flnibed to, rerJuced, (:)r lessened by Jie �nsurance reqU�N::11�11el�tS Conta�ned e�sewhere this agmernent I Packet Pg.4258 ShoWd any claurns be asserted agafinst il'ie COUNTY by vfilue of any �Jefic�eircy or arrrl,r�gWy in the I�)�ans and specfficlafiorrs provided by the C(')NlR%ACTC,)R,1, the CONTRACTOFR, agrees and wari'ants that he shall ho�d the COL)l',ITY harmiess and shaH pndemriify hini free iin afl k)sses occurrung thereI)y and Shall fUrther defend any c alm or action on th(:) COUNTICS 'Dehaff. 53 in the event the cornp� !etkm of the pro t (to �nclude the work of cthers) is delayed or suspended as as resuftof the(X)14TRAC',10IR'S faflure to puirchase or rnaintsfln the mqufired insufaince, tire CONFIRACTOR shafl fiidenrnify COUNTY from any and aH increase exl)enses resulfing fiom such delays, Slmu�d anycla�ms bE., ass(::.!1rted againstC0LJ11,lTYby E Odue of any deficiencies or ambigOty ��`) ffie p�ans and sI)ecfficaflons pirovide I�ry the C.'UNJTIRACTGIIZ the (..01N,l1f',?.AC'r0R at rees and warrants that CONTFRAC"TUR hold tree U) C."OL)I14TY hairrfless and shafl inden-mffy it froun afl losses cccuriu-zg thereI)y and sha li fUrthet defend any cWms or action on the C01 tNTCS behalf. CL 0 5.4 1 he extent of liabflRy is un no way firrifted to, reduced or lessened by the prrsurance uequiyenrents contained within flie Agreement, E 5.5 This indeinniflcaJon shall SLJMVEa the exlI)imflon or early termination of the Agieement, E E AiSR"I ICLE V1 !��IERSQNNEL u 6A I)EIRSONNEL > 0 "Fire CC)1,,lTRAC"T0FZ shaH assgn only quafified peusoninel to perform any service 4 one erning the [)MjE�CL At the fln-re of execuflon of this A( reement, the I)arfies arificipate at the foHoMng norred indMduals MI perform those fUlh;flons as indicated: 0 NAME FUNCTION u ............... .................. ............ I > airde M urj")hy Projec� Manager 0 Ch&He NluMo lnstaWon Q)ordinator C,'i,iiairies Berg Freki lnstallper Nick Mackey F�1eid Instafler Jannes PrewQt Reld I ii uslaHer E Johni Merricic, Fkfld firistafler Alex Munoz F:peld flrustafleir Chades F]gueioa I°'reM instafler IReggle I iarre� F°`reld prnMaHer Devoiru Chin 1��ield finstaNar I eror) Gaskins ReW instafler Dakota Bedwell F:'eld pTistafle�, Levi Bedwefl Fpqfld 4istafle� John Rmi Fiekl pnstaPer So i(�)ng as the pindMduaps naimed above remaM acfivepy ernplioyed or ietaim:u(J by the I RAM -101,J , Of�, ffieyshafl perform the funclJons n6cated next to theirnarnes If they are nEp aced the CON t RAC IFOR shafl noffy the COUINIT)(of the i;hange imrneldOWy I Packet Pg.4259 AR I ICLE 'VII CQKI,IENSATION and TERM 7A COW IEIIJSA'7'10N BASEI.),ON SPECII°IED RAI ES 7.1,1 The COUNTY shaH pay the COI,CFRACTO��,', rnontNy un cuirrent funds fou, the COl'uITRACTOIR'S p.)erfoiinance of ffi Agreeirient based on the houi,Iy uratus or test rates ()Utfim?d in Attachment E. ....p'he To41 Estimated t4ot to Emmed Amount of Forty-nine rhousands Doflam and Ziuro Cents $( 49100M01 ) MI a;�)p y to flfls Ag-E.einent, U) E 7 2 1!!"AYM ' ; U) 7.24 !!or its asswqpfion and pefformances of the duties, obfigations and a esponsibflfliJes set (n 0- Payunenitwi pbeil,-nadep°)uiu,:3uay�ut 0 to the L=M Governrinent R oin�pt Payn ent Act 218 70, pou ida Statutes, E (A) tf thEll COI\ffRACTO��?,'S dUfles, obfigations and responsibHities are mate irafly chariged by amendri-ent to this Agieeinent after execution of this Agreemeint, compensation due to e fl-� COIVTRACTOR shaul be eqUt9, b�y adjUsted, 6ther E u;"Mard oa downwwd, CL E (6) As a coiridflion p.)recedent fo ny payment due undea tHs Agi(:�enrentll the C('X14TRACTOR hall SUNY'A m,miontIsty, unless othenNls(::, agyeed in wibiing by the L) COU IFY, a prq)eii unvo ce to CO�flI,,7"Y rpqt uesfing t.0 yment for services Ilmu )e ly reirudemd and refinbursaNe expeirses due hereundeu The COPJ7 RAC 1 0 t!!f�,S 0 invoice shafl descrIbe with imeasonal�)ue Imummticuularily the service, rendemd, The CG`4 t RACTOR'S finvok,,e shaHI be accomparved by such d(�rcwnentafion or data in sup�ioit of expenses for Wdch paymient ts sough0 at the CW',JI-Y may require. "7.3 BUIIC,)GET 0 U .T 7.3 1 1 he CONT E II"(DI�R, rinay not [°)e entifled to receive, and the C0YIJ is not obligated to > p)ayji any fees ou', expenses In ex o cess f the 811110LWt budgeted for this cor1ac rt fin each fisca� 0 year (October 1 - SqAember W) by COt flNJ p Y's Board of Couirty Comniss�oners, The biudgeted amount rnay (°m y be mo(Jified by an affirmatve ac of the COU1,J 1'('s Board of Coiunty Cormnissiu°)nem, E .a 7 3.2 rhe COLPITY's pertormance and obHgakn fi) P@y Under ths Agreement is conflngent upoi'i an arinua ap:�rqpi-uaflon fey thou Board of County Cornnussi'oners and ttre appiova9 of < the Board rneirrfl�)ers at tfie firne of contract inufiafion and also duraflon, TA TlllIIIIIIIW OF AGR!,!,,EIWEN I 7 4 1 The 4irflal teirm of this Agreement us for a 12-monIh per od, 1"his Agreement may be extended tq)on mutual agreeirnu,irjt of flie pairJes, The Agreernent may be renewed after the inftW term, for (4) fow 2-yeeaf extensk)rrs in, accordance wilh the lemi of the 1"taro et Managenienu , and RWated Technc,Io(yW Sokitions (contiact #022217 !3& - effe(;,five 6111,17 to 6/1121), Any renewa� of trfls Agreemrrent must t)e iri wrhJng and signed by IkDoth the M J NTY zi u,nd CO'q T RACTO R, Packet Pg.4260 AIRTICLE VU1 INSIJIRANQI�� ............... ............................................................ I he CONTIRAC i OR shaH oi')tain insurance as spe6fied ail cJ yrairdafn the re(ILdred insuira��ce Fit afl fimes U)at this.Agreement is M effect, in fhe event the conqi#efion of the project (to iricWde the mmiiz of: other s) is de�ayed or sus )ended as a i'esuft of the CONUFZACMRS fakffe to rwirc rase loa maintain the required insurance, the C.011TPifAC]Os csh ainnysrnnify flihe COUfJTY from any, ad afl irfa;reased experses msultingm y, E 2 U) 8.2 Fhe coverage i)rovided h(��re,n shaH be provided by an ansi urer with w�ii AJO, Il3est raflng of VQ or bett(:Ir, tirat is Hcensed to busuness in ti'ue State of FioiNda and that has an agent, for CL service process within 4�he State u)f Ftorida, The coverage shafli contain an endorsement 0 i�)rovu(�firig sixty(60)days nofice to the COUNTY prior to any canceflation of chasm coverage, Said COVerage shafl be written by an fiisurer accepta[)Ie to the COU1,41)"gind shaN be in a E fourr acceptatfle to the COUNITY. E 8.3 COINJI FRACTOFR shall o�btaM and fna4itain dfie, fcfliowing ;mfc�es- A, Workers' Conipensafion insuirance as req0n:ld t)y the State of RorQda, sufficient to E re ;pou ud ic, Rorida Statute 440. U B, E'Jiii)&oyers i uaNfity insuirar-ace%Alflh HnIlts of$100,000 faer Accident, $500,000 Disease, .5 poiie,,y firnRs, $100,000 Disease each efruCVsyau-,' 0 C Comprehen�ove Business Aulonmbfle and Vehicle LiabiRy insurance covering cia�ms foir injuf ies to miernbE'lrs of the piijtflic af'�d/or damages to prmDefly of others arisung from use of rnotor veNcies, Qnciijding orisde and clffsi�e op&ations, and owried, iiared cir non- owrred veNcQes, with $2001000 per jieirsc:ml, $300,000 per Occurrence, $2001000 0 U F'roperty (Minage or $300,000 corr)�')�ned singfe HmR 0 C D� Cornmierc4 Generai L4i)Hfty insuirance, uriciuding Flersonal ftiiury [JatARy, coveririg >% cdafirns for finjuries to members of the pUbk or,damage to pmperly of others arisirig out LO of m y covered act oil oirnlsskm of the COkITFRACTUR or m iy of ils ernp oyees, agents or, subcontractors or subCONRRACTOFRs, inclu6ng Ren-Jses, andh)�' Operations, E F�Iii oducts and Completed Q:aeraflons, kidepeii iident Contractors" Broad F orm F)ropeii ty Damage and a Oanket ContractuaQ L4iilHity Endorsement WRhl $300,000 i�)er Flerson, $500,000 p(N Omjrrerm�;e, $200,000 Q!�:�wicq)erty Damage m $500,000 Combirred Singe Urnit, An Occunence Fom poik;y is pirefeired, H coverage is changed to or i)rovtded cm a Ckoms Macie pohcy, its 1�)rovis�ons s��oWd 41C�U& covera(Je for ciaims Ned of u or afteu the of date of this contract, in addition, fhe ii)(Driod for wNch claims May be aapou ted nitast extend for' as rninirntjfn of C usonths foflowing the temOniaikAr of, expiraflon of this contract, E. Profess orrali LiabdRy fiisuranc::» oil Engineeil's Errors and Orfn ssions inSUirance of $300,000 per occurrence and $500,000 annua� aggre(]ate. if the poNcy its a "ciairns I Packet Pg.4261 made" i-Qky, CONTRACTOR shaH maintain coverage or puchase a lafl" to cover ::I, cla�irns made a ftei� conilfletion of the 1�)roject to cover the s�at I,itory fln-ue iiinits rr ChaptE:1 r 95 of the F�ioirida Statutes, F-, Cybe IIAi�ifity ill-)SLliance to Q�nciude tl-ie f6lowing coveragesl- I)ata Breach, Netwoik Security UabiAy, internet Media, 1"Jetwuk Extodion, ilecju,,uQatoryf°`'i oceedi�ags, PC R-re aml Cost, The minfimunii flrrl0ts acceptabt e is, $1,000,000 G COUNTYsi-mll be named as an addrfionaQ nsured with respect to C01,41RACTOR, 0 iaNHbes hereUnder in Qnsurance coverages idenfified in Paragraphs C and Da U) E K C(Y4'fl�ACTOR shalQ mquire Rs subC(l`lJ i'RACT()F�Rs tO t)E adequately Qnsured at Qeast U) to fl Hinits Irururncribed ahovel, and to any if icr se Ilimits of CQVIi FlACTOR of so required by COL11,4TY during the term, of lh s Agreement. COUN1)l wflQ rot pay for CL nncreased firi-Jts of insurance foir sub(D(ANITRACTC)l R a 0 L CC)NTRACTOF'. shafl pirov�de to tire COW41 Y ceitificat(,ls of inswance or as c()py of aH E �nsuiance 1�)ofic�es inciuding flrose naining ttiE, COUNTY as arr additk)rra�, nnsured, Q he ("Ok i',i i")l reserves fl)e idght to requ�re a ceirtified coi:)y cf such pokies uporr reqUeSt, E J, if the CC,I A0TZA(',T01',l, participates tn a seff insurance fund, a Ceirdficate of insurance wflH be required, In ad6flon, the CC.AlJTF,',lACT(DR niay be requQred to submft q�)dated E Y, fii-�anc�al statements fiom the fund iqmn relquest firm) the COUNT u l"""I'll""I"C"I",Ll'll'IE'l""I'llll,�,1:111,,XlI > 0 MISCELLANEOUS ................ 9.1 S 111:11"!C["ION 1 IEADHYGS Section head ngs have t)een irrserted in this Agreernent as a mattEl.f of convennerrce of 0 reference oMy, and if is agmed Vrat such section headim s we not a partof flr�s Agreernent u J m and wfli not t)e u.use liar the interf�n'etafion of any provision of this AgFeem(5nii, .5 0 9.2 SLICCESSORS AND ASSIGNS w rno cu irrfn�cm[R shafl not assign oir, sut)conlract its, obpigatiu is under flhis agreernent, as E except N wrRing and with the;��,ruoa writhnm approva� of the Boardof COUllty(-,'011rllnriQs n sioers for Monroe Coudy and the CO!,fff'ZIACTOR, wNch approvall shail be sut)ject t() SUChi condWons and provnsions as the Board rinay deem necessary, 1 h s imragraph shafl be fiicoqmirated by refereii,ice into any as,,;ignment or sUii)contract arnd any assqnee or subcoirtractm shafl comj!fly wRh ail of the ixov�sions of flfls agreemerit, SuNec� to the prcw�s�ons of the imrre6at(::fly ;Aecediilig sen0encel, each i�)arty heir tan brids itseff, fts s9,,nccesso;s, assng isanfJpegaf n-el)i,eseiiitatQves to the othe` and totheSUccecisors, assigns and iegak iepresentatives of such (Ahei party, 9w3 NO TI-11RI) 1:111A,pat"I"Dui" BE�1111JEF`ICIAJUES `,Jr'rfliing cr)rrta°ned her(,kn shak crez3tE any reWionsNli), contiaCtUai or u�)themise, w th or any rights b favor of, any third pmiiy, Packet Pg.4262 9A I'Ell RMINATD19 A, In the event that thf 2,. C0I',JTRA(,.`I'0IR shafl be found to bE:� negfigent in any aspect of sewQce, the COLJNTY sh,,�ffl have the right to tenntnate flfls agre�:Nnent zi%:,�r five days written m:)tifiraUon W the CUIJTI:RA(DTOR, B, Eiltm of the partk:s heireto Irma racrnceQ th s Agreement without 4,ause by giving the other, paft y sixty (60) days wrltten notice of tts intei,MJon to do so, U) E C, I'emiunaticn feu.. Cau,;Ie and Il!!!Remedies: In the event of breach of any contract terms, U) the COU14TY miains the right to ienninate thi.,; Agreement. T'he COUNTY may also term�nate this agl�eeMelnt for cause with CUM�RAGTOR shoutd CON� RACTU!R fafl to peffomi the COVEMants iierein con�a�r�ed at the fline and urn Uie manner -uerein 13- pmvided, fin fl,ie event of sluch terrn6nafion, �)Ho� �o tewminafionll the COLMIMY sh'aH �:)roVde CONTRAMOR wbh five (5) calendar days' notice and providf flie CO�,,��T�!RACTO��Rw�t�iaoppo tuu�,�utytocu�'eilie��)��eac�it�,)atl)asocc�.ir�''erel, V,ihet)reach E is not cured, the Agreement Wfl be te�,mir�ated for cause, Ilf the COL-fl'14TY teriminates this agreement with the CONTFRACTOR, COU1NMil shaft ��)ay C01�1 RAC TOR t1m:1 surn E due the CO�',Jl f RACTUR under this agreement !)rlor to terms nation, wfless the cos of < coirptetion to the COLdNTY excee&:3 dw, fwiids re, nnaatuaQunct fii flie coritract, however, the E COUN I'Y u eserves fl ne u,ight to assert and se(:3Ik w ii offset for dannages caused by the tbhree asche, Thie maximum aisinournt idue to CfiOl\JTRAoCITOR shafl noJt �n mansy event xcee Y creek d aH rights U avaflaUe to recoup rnoniues :)aid winder tNs, Agweernent, Qnc.W' inn g the right to sue for breach of ccmtract and inck6ing the iight to ;:wmje a c0iin for vVafion of the 0 COUNTY's F aGse Gairns Or&iance, located at Section 2 721 et aL of the Moniroe (IOUIty Codecs D, Ferrnu naflon fin. Convenience: The COUNTY may teirminate 0,0s Af'reemenl fou, convenuence, at any fine, U�.mn sixty (60) days' nofice i�o CONIRAM 0FRI, if the 0 COU1,4TY teniiinates tin s agreerm9nt wifli, the CONTRACTOR, C()L)PJTY shafl ;my U C0I1,fff�,?ACTO�!�?, the sum due the C01,flRACIMIR under tin s agreement proc .to teimination, unless 'the cost oF coil n flefio4� to ihe C0L,flJIY exceeds the funds 0 m-rallning tun the contract, 'Phe niaximurn amount diue to COPt�t RACFOR shafl not exceed the spending cap in this Agreement, Qn addition, fl,ue COUIJTY reSeTves alil for breach of contract and filCk6ng the 6ght kb pursue a c4in for vio aflon of the E OY' hMooCIsITs Fa�se C4nis Ordinance, ��ocated at Sectioni -721 et sell. of te e County Code, 9.5 CONTRAC I DOCLIME14TS Ths contiaci cons sts of the Request for 11��Iroposa9s, any addenda, the of Agret:mierat (A ficQes IAX),, Vhe C0114 IRAC 0FR'S response to the RR!!I, Hie documents i'eferred to iin the Fanin of Agreerneimi as a Q)art of this AgireemeM, and attachirnents A, and and niodifications IMaade, aftei�" exeCUtion by wrtUen ainendmeint, Qua the ew:mt of ainy conflict betweeirn any of the Contract 6�x;uinnerfts, the one fi-nposfing Vie greahDr bUii'den on the C(Dlll"tTOFR wifl controE 9.6 FWBL,AC E4`71`11ES GRIMEIIIIIS Packet Pg.4263 A person c�)r affii�ate who has been piaced On the coriVcted vendou fist fofloMig a convcfion for pubflc enfity crime may not subrrid a bikJ ori (*nlracts to Ilai.urwide any gf)ods or serv�ces to a puUic entity, rnay not subn'A a Nd on a coifliract with a pubflc enfity for the construcfiori (��r i!epair of a pubflc ii)i.fl�6ng o� ;)Jbik;woik, may not subinit bids on peas es of rea1i propeity to p:A,jbfic entity, iin,ay not ':)e awan'Jed or penforrn work as a contractoil, supp1'�&, sub(�;onfli'actoii' or COIN,�I RAC TOR und(3:Ir a contran�,,t with any pubJc entfly, and rnay not tmnsact business with ainy i)Uiiiflc enMy pn excr ess of the flueshoid alITIOUlUfl, ixovided M Sectki )n 287,017' of the Fiodda Statutes, for' CATEGGii?Y TWO for a i:neiiod (:)f 36 months fiom the date of b6ng ppaced on the conv�cted vf,lnn�Ior flst, U) E By sigining tNs Agireement, CONI ii-,',ACTOf�f r(�Ipresents that the exeWti'Dfl Of tNS U) Agreement wifli not v�oiate the PuMc Ein6ty Crimes Act(Section 287.133, FiorWa Statutes), Mo�ation of �Ns secfion pa it resuit in ternfli-uatkm of ihis AgreenieNi an(i recovery of aH moNes paid hereto„ an(J , may msWi un uJ(�ubanns�nt from COUNTY's cornpetitive 0 procureinient acfl'Wies, E in adcfiflon io the fni(:g6ng, C0 11,,ITRACIO[l further rep esents that them has been u'110 deterniinaflon, based on an audit, that ito" ny subC Off't RACTOR has corninitted an act E defined by Section 287, 1331, p ioinda Staiutes, as a 'pubHc entity rc fin(:a" and Ilhat pt has, not beein forrnappy chai'p:ld wM conirn'iting an act+Jefined as a "pubHc entfly crinle"rq'jaidless of the arnount of rnoiney hivo�ved o� whether CON MAGIOR has ii)een piaced on fl'�p E convicted vendot, flst, U CONTRAC I OR will promptly notify the COU1114TY if it oiii"° any stjljcoi�ifi accoil, or su l�II)CON TRACTOR is fori rmfly charged with an act defined as a 1"1311 dnHc erifity criiriie" 0 or has been placed on Viie convicted veiiidor list 9.7 MAINMi4ANCE OF IIECIORD!,f)` CONI'RAMOI�f" shall napn4n aii books, r°ecoids, and d=flnents direcfly perfineni to 0 peirfon'nanc,e unde� this Agiieement �n accordance with generaiiy accepte L) (,,�J aCCOLMbIg I l-Wincupies ccxinsistenfly appfied, Reglmds shaH IIDe retafined fo� a petIod 0 f five yeaii"s from > 0 the N4 paymerit or tennfimflorii of th�s agieei!T�erit, [`"ach :)&ty to this Agreenient o� fts autho�ized 'epiresentaflves shafl have ii�:Iasonab�e and iJrnepy ac(;ess to such iiecords of (n each oth& paity to flhis Agfeement for l�)ubiic reco �Js p)Lflrposes (Jurfing the ten-n ()f the Agmenieni arld for flve years foik)Wng the fii'4 p3yrnerit m tennh'iaflon of fl-iis At)ireeinent, E ff an auditoi, einp�oyed by i)-�e COU114 FY of Cie�k deterniflnes hat monies paWfuu CONTRACMiR pursuant to this Agreement wei!e spent for l:)uiposes not aufl-ioil"ized by this Agreerneirit, ou wi?a e wrorighffly reta�niad Ifay the C014Tf�RACTOR, the C01,11 ffACTOIR shafl repay the n'nones togethei, w4h iriterest caicuxatQd pun�want to Sec, 55,03, of ihe Fpoiida Statutes, running froin flie riate fhe rnonh::s wem paid by the (,'I0Lfl`,JTY. 9 8 GOVEIIIMWMG ii,AW, VENUE, 114 TER F 1 TA''I''10 114, COSTS, AND FEES This Ag eement shaft Iiiie governed by and conshued fi� accoi'dance wMi the CaiArs of the State of Roirida aj)p�)Jcabie to umntiracts made and to I)e performed enfiii'�ay in the State, in the event that any cause of acflon or adrnr n!StiiapNe pr(�)ceeding is ninsdtuted fc.)r the enforcement oi"fiiterp'uretation of thps Agreement, COt fl"4 "e"and CON"I''RACIi OR agree flhak venue shaH He iin the 161�1 Ju6c4i Cii'cuit, Monroe County, Ffoi'Idaj, in the appmpriaie couit oir befoii,e the appirq:xiate adminstrative body. This agi iseinent shaH riot be subpect to I Packet Pg.4264 wbitratioin. Me6afl(Dln prm:ee6ngs uniflated and conducted pursuant to the s Agreeinent shalt be to accordance wiifl-u the Fk)r�da FUes of Civfl Pn�)cechji-e and usual and custlt�°)niary procedwes reqOred by the ch'.Ot couil of Monroe County, 9.3 SEVEF ,,�,Ifl ITY tf any term, covenant, concfiflon or pi-o0sion of fliis Agreement (or the appflcafion thereof to any &cuinstance or person) shafl be dectared invafid o unenfcrceat)e to any extelirt, by a cduirt of competent jurrsdk'Jon, flhe ii-eimahing terrns, cOvenants, con6fions and �Novus�ons of this AcreemeO, shafl not be affected lhereby� and each i lernaining term, U) E covenant, condiflon and pro0si�on of flrib; Agreement shafl be vaHd an(J shafl be U) eirfo ill ceab�e to 0 is fi West(:,,xtent pei nn fless fl ie erifoi ceii ne�it I be i en iairflng terims, covenants, c��)ncflfions, and proviskws of this A(:reement would prevent the accompfl,,;hMenl of the oruginai intent of fliis Agreerirent. Thi(:e CU. NTY aind 0 COINJIFZACTOR agree to reforin the Agreement to reptace any stri61,,en prrjvispori wifl-i a vaVjd pro0ston that connes as c�ose as poss�Ue to the intent of flie st6,-�(,en �)rcmsion. E 9,,10 ATTORNEY'S FE111111S AND C(", S T.S E I he (,,'.'01)blllle and CU4TRACIOR agree that n� the event any caUse of acfiori or CL acfirrh straflve procee6ng us unuflated or defende(l by any pairty r(�flafive to the enfoicerrient E or i0erpretaJon of 1hb; Aweement, the prevaflfing I)arty shafl be endfled to ieasona�k,fle attorney's fees, cotad costs, unvesfigattvel, and aut-of-pcwket expenses, as, an award U agafiqpt the norr-pevaitfiig p: at du shall JncWde aftorney's fees, cOUrIS COMSI, TlvesUgafive, airid out of-I�)ocket exq)enses in al')I)eflate proceedhigs. 0 11 130,01h* EF!1°EC'l I hlE� ten-ris, covenain1s, con6flons, and provisuoirs izif tins Agn:1:1ernent shafl, bhiid and inure ? to the benefit of the dO�JNFY and CWIRACI'01�11 and fl*r ri,Rspective tegal' re�''Kesentafivesl, successors, and assigris. 0 U 9.12 At ITI-IOWIFY 0 Each 1.)arty represents and wwrants to the oflre� that the execufion, (JEflivei'y and performance of fhs Agreernerd have been duty authorrzed by aH ntacessary County and coqmrale acflou i, as req!t;ed by lwm E 9.1 a CLAIMS FUR FE!,`)EFZAL OR, STATE1,1 AID CONTRACTOR, and COU114TY agree that each afraH be, and is, emI.)owered al"Vy for, seek, and obtahir, fedarat and state funds to furffier the puipose of th s Agreerrient Any con(fitions trni',)()sed as as resUt of fun6ng that effect the F:Iroje(.t wN be provkied to each party, 9.14, Al toff WICA"I ION Of!. DISPt.1TES 01k DISAGREEMENT'S COUkFY and CONTfRA(3TU!�Z agree that aH 6sl,;wtes and 6sagreements lsp'iaH t)e atternj)ted to be resopved by rneet and confer sessuons between rq�mesentafives of each of the paifies, b the issue or ussues are sfifl rwt resolved to the satisfaction of fl-ue I)arflesll then any [�)arty strata have the r9ght to seek SUCh uehef (:w rerne(Jy as may be I)rovbJed I�Dy I Packet Pg.4265 th s Agreement a)u� by f'lorGda Caw, This Agreeiment is not sub ect tree arbitration, lihis prov�su'on df,)es not riegate orwaive the pfov�siorfs of paragra�llf)h 9,5 concenifiig termJrf a tk)n oar..canceflalJcm, 9."15 C001�)ERA'l ION iu'if the event&uy ad n iiiriQstrattoe o pega prOCE!sc6,i ug as tilSfitUted agai rist cavil her party raflating to the formation, eXElCUfi0ll, perfoninance, of- breach of 11ris Agreernenf, C01.111W and C011,J ilRAC'i0fR agree to pailicipate, to the extent required by 018 oth(l.'r party, in 211 prod:,e(�fings, hew4igsl, procf-sses, meefings, and <�Aher activities re�ated to the si.fl)stance of trfls Af nQ &Tient of, prorfis on of ihe sery ceS Lflr�dEr flJs Agieernent, CIOUNW and E CON i'RA(ll"l]`(.")r') Hy aoee that no I�)arty to this Agre(:�mefA shafl be required to eped �c U) enter rnto arry ailfb tration procee6ngs n10ated t() this Agreernent, 9.16 1147.7N DISC Rl M RqAl ION COP41'RACTOR and COUNFY agree flrwat there wifl be no 6scrfininafion against arly E person, and it is expifess�y understood ft'fat upon a deteiffrrination by a cowt of comqpetent jwlsdiction that discrfirfirmflon has occurred, ffi s Agreeiment autoinralicaiiy tern-��nates E w4irout any further action on the part of any imifty, effectkie tin" date of triuD court order, < CONTRACI"CR or COU1,4TY agrees, to comply wHh alp f ederal and 1!�rorida statutes, and a afl Roca� ordinances, as appficaWel, repating to non(,flscrinflnakon These incpude paint are E not iinnited to, 1) Tille Vii of the CiW Rights, Act of 1964 (Pi 88-352) which prohibits discrirn'�naficm or, the basis of race, cot or or naf nai otlgin 2) Tifle iX of the Education U Arnendment of 1972, as amended (20 LJSC ss 1681-1683, and 1685, 1686), wh chf p°�)roh bfts dn;ciiinQnation on the bass of sex: 3) Secflon 504 of the [Rehab�fllfafion Art of 0 1973, as anf end eat (20 USC s. 794), whl ch i)ifohflf')its 6schmination on tire basis of >% 1-fandicaps� 4) '1 he Age Dtscrurrinatuon Act of 19751, as amended (42 USC ss. 6101 6107) whic�-� �'�roHbfts 6scrim�nat�on on the �ms�s of a(Ie; 5) The Drug AbUse Office and I reahrient Act of 1972 (1)L 92-255), as ailmended, reWfiig to non6sc�iinfimiflon on Ufc,, Imsis of 6 Lig abUse� 6) �he Cornprehe��sive A�cohcfl Abuse and &cohoHsm 1��lremflcm, 0 1 reatment and Rehabifilaflon A(,,.t of 1970 91-616), as amended, rep tin to U nondismnaflon on Vre basis of aicohol abuse or a�cohofisml' 7') The f��'Ljblic Health .5 0 Service Act of 1912, ss. 523 and 527' (42 USC ss. 690dd-3 and 290ee,3), as arneilded, reiatnig loconfidei-0iafltycif aPcoho� and dfUg abuse paflentiecords, 8)"1 We AM of the CMI w FRights Acl of 1968 (42 USCsef��,), as amende(J, reiaflng to norudiscrfiiiinaflorf in thE:� 9= sa�e, �enta� or firfancing Of 1110L)sing�� 9) 1 he Arr'�ericans with [Nsabiflfles Act of 1990 (42 0 E USC s, 1201 Note), as fmay be amended frolM time to flime, reiMing to nonOsciinJnaflon oi�-ii the basfs of 6sabfluty-1 '10) Monroe (Wounty Code Chapter 14, AQUcie If, wh ch pilrohUts disciftnnnatk)n on the basps of race, copor, sex, refigporr, natk)nM orig�n, ancestry, sexual odentaflon, gender pdenfity or exi-I)ressm), farnNW status ou age 11) Any od)eu nondisc61nnation I�)if'ovusrons wjn any Fed(:,,rai or state statutes wNcI-i inay appy to the part es tc�), car..the SUbject matt er of, th' s Agreement, 917 COVENANT OF NO IN TE!"ZEST COI's,J MACTOIR and C01 H,Jl Y covenant fl'uat neittie'r presenfly has any interest, and shafl Q ur.)f acqUiM any intei est,w[`kil WOUpd cofiffict tn arq manneir or degree with its perfoRTiance under fl,ips Agreement, and that onu y interest of each is to perft)irm and r ccei Iberiefits as recfted urf this Agreernent, Packet Pg.4266 9.18 CODE OF E'n iics COUNTY agrees amt offiews and ernployees of the C(DUNp'Y mcognize and rvifl be reghmd to cmn ply wqh the standards (��)f condui:.t for pwbk offlaws and enjklees as deRreated in SedWn 111311 Rarida Statutes, regening, but not Wed W, soldtathm or accej:)fance of gffls doing bus4vss m1h one's agency; urrautlriorimJ mhuse of pubhc poslon, conflUng emphymend m contrachjaG rdatioinship; and disdosure or use of cei'tain inft)rrnaflon 9A9 f1,40 SOL IC11 KnON/PAYME114,71' E The CONTRAC101R, and COUI',tTY warrant that in respect to hsd( it has neither erq�Aoyed rmr relauned any cornpany or pemon, cAher ban a bone fide erqpkryee workurrg CL Key flar 1, to Wdt or secime this AWeerneM and that it has not paW or agmed to pay any pemon, company, corporation, KdWWuW, or Ann, other than a tmna Nde enVkqee walkV sddy Mr 1L any 9% cornmisshR pementage, gM, or other ccrisaderation as E cors0gard upon or resWing ham theaward orrnafedng of V-��sAgreEWIE'I)t Forlhiebrea��,h 'a can Wahan of the pmvibnAhe C30141 FRAct-OR agrees Umt Die C()Uf1J1'Y shlafl have the 1m: tight to terninunate HYs Agmehent Wiout HaNiny airadl at its discreflon, to offset fi,(,un E umnks ownt oi, aathf,,��rw^ se recoven the full eaunuit of such fee, carmiksbn, percenMgm p,,fft, oi constdemtWn, E &20 PUBUC ACCESS, PubUc Records Corrripllumce, C;0NUACTOR nnat camoy YvHh Fbdda puNK recmQ 0 laws, Adudhyl but not Hri to Chziptei 119, Roijda Statutes and Sectlon 24 of antich I of the (sor,sfltufion of f bdda, 'the Qcwnty and CON-1 fRAGFOR shaH aflow and penrift mammaWe access to, arld Of, afl docn.nnents, recor(Js, I�)apers, Qetteis or record" aratedals in its possesdan or under Rs controf sut)p�(,A to the prove�ions of Claphr 119, f:aoiida '�ditatl!JtE`,'S, and-made oil mcenved by the Courfly an(J C01 PRACTOf',? 0 pun (;C)njur)Cflor1l WRfa tNs contract and rdaWd to contract pslifarnance, The County shafl U �-uavca lh(�., iught to tmflateraHy cancel this conkl8d Lgan Wafion of this pmvusk)llr by the 0 Falhae of C()P,fff�?�ACTOIR to aNde by the Ams of Us pmv!sWn Utah be demne(J a rniatE�wrral bi each of We conUact and the COUr)ty M3Y ellf0l-U) the tell o"o; of thn; provsion W Im foRm of as court pmceeding and Wn as a pravaihng pad, be er,tMed W rehibumemard of eH Nmvey's ft,,,es and costs assodate(l with that ��)roceedhig, This pmvislon shafl SUI-ViVe any tennination or exp�)Irafioir� of the cor0ract, E 1 e C'0 NVI fR.AUTOR is encouraged to coinSt.flt Wbh its advtsors a[mut 1 oiilda pubfic Wants Law in order to comply w1th dis pm&sbm J:Iuls�,,�arit to FlS. 119,0701 and th�e < Inns and cormidans of He cvntract, the C01`41 RAC'T`fa)R is weqt,Jred to: (1) Keep arld rr raintain f-)ubk records that wcafld be required Qny fl-re County to perfarnn the semle, (2) L)pon recej;rt kom the CourAys custodian of records, provde flre CourAy\Adfl as copy of the requesWd myls or aflow flm�,,, re�:,ords to be lraspeded a, cope::(J wifllQrl a masonabW We at a cost Mat does riot excee(.1 tr,ne cost provided in tNs chat:)tei oil, as, BMWs provicled by W (3) ETWme that gnhfic records that are exempt or conficlentiat and exempt fiorn t,,,)uNic rec(�srds cfisdosure lf-(aCfUn'Euments are not cisdosed exct,,!up:)t as autfr(�)irfzed by Qaw for the dUl'ation of Ure race ntract U�uin and foflowung coil npikAiorr of the contract ff the CON"t RAC FO[�?' does not hansferthe records to flirie Coil inty, I Packet Pg.4267 (4) Upoin comp�e�:ion of flu:) contract, transfer, at 1110 CC)SI, to the COUlty all tDUlbk lecords 41 t�)ossesskm of ffie M'q I RAM OR oir keep and m4itafii pubflc records that mim,flcJ be reqUred by the County �o peiform the seivice, tf thile C01,41"f�ttACTOR tmnsfeis alit t)UlDfir, records to the County ujx:m comp efion of the contract, Vie (.'UNTRACTU shall destr(:)y any duptl�cate �Ajbflc records that we eXeMpt (N cq'itldEuulfliat and exempt frc)rn pubfic iecords disctosui'e requireilments, ff the CONTIRACIT'013 keq�cs and niafintafins ')Ubk iecoirds upon compk:Dlfloi'a of the c;ontiact, ffie CONTf�ZAC Mf�?, shaU ineel requfirenifDrAs for retaining pubflc records, M records stored e ectmnicafly ilulst be prc�Mded tau the Cowntyl, upon eqUest from the County's custod an i��.)f records, in a format that us cornl�)atiWe wifli the Vn for madon lechriology systems of the COUlty. U) (5) A re(�juest to inspect ou copy pubJc records retafing to a Counity contract �s,�� E be inade&recfly to the C(,nmty, but ff V�e County doles not possess flh�:' requested records, U) the (',ou unty shaft Vmimediate y noflfy the CG TIRACT(N�� of the it:Dquest, and the (n CONTfRACT()fR i-nust V�)rovide the recoirds W the Courfly oii, aflow the n�=tds to be inspec,�ed or cq p�ed wifiNn a reasonaNe t�rne, uf the CUNJTRACMR does not mqAy wflh the COLMty'S areqi.uest for recoids, the County E shafl eiloice Uhe pubfic iecoids contract prov�s�oins n arcordancle Wth the ontract, notwfthstandkig I'he County's q')tton and Ight to unflate4ly cance� fl-iis wiritract q�mn E vVaflo�� of tNs �,)rovis�on by flie CGVT]��ZAC I OR , A CO[4TRAC�'UR, W-io fdfls to t�-)iiov�de ffie pubkc recoirols to the (.1minty or l�)ursuant to a vafid pubkc n:icords i�equest wfthtn a CL reasonaNe flaie may be subject to penaWes under seo;flonl 19,101, Roilda StatUtes, E Fhie MfltMTOR, shafl n('fl tiansf& custodyj, ie easel, after, destroy or otheiMs(m U 6spo �:�el of any, pi,ibfic rem dS LH fleSS 011'Othf)i*se rovrted un fl iugs provusk)i a or as otheirwuse pioOded by taw 5, 0 11''IF-11111�11 I IJE CONTRAC I OR I iAS (.lUES I��ONS RE,l!GAlRQflqG I HE OF ............................ Cl IN�!"TQ'd 119 f"10RIDA STA 1 11,1111 TE IS I T1 IE CON Fl�IACT0!�? "S M ITY TO l3ROVWE PUBI IC RECORDS M!!!!lLAfl14G T 1`1�11S C0WTIRACT C04TACT THE CUS I ODIM'14 ............... ............ .................... .......................................................... ...................................................-........... j OF Pi)BUC IRIII'w:C()RDSI 13111AN IIlRAQLEY A I F11 101"qE# 305-292-3470 I°1! Rk111 ''Yl EY- 0U BRIAN MQNfZ4Y�1�11I1�1 COt INTY ATTORNEY'S QPl�!10!�� "I"I'l 1 12'"� Sh e t to I E 4013 0 ............... 9.21 NOM IVEIZ UMWJ14I1 Y 1',Jotwfths� anding the prdvVspons of Slec '768,28, f Vorkla Statutes, tl-re 1�)&06pafibn at" the E CONI"RAC O�R and the C(')UNTY hi tNs Agreement and the acqds4fion of aiily comrnerc�all NaNfity fiisurance coveii age, s&Nm:e.n'aim;e com a('I e, or go�oca� veri"irneirit fiabMty inswance tmor coverage slhafll m�)t )e deeiined �i:3 waVver of umimmoty to ttu:;" extent of fiab'ifi�y ccver'agc::�w, n6i', shafl any (mritract entered into by the (,(DLR�lTli( be r6quired to contain any pn�MsVon rou' waVver- 9.22 PIZVII EGES Ahfl�,) IMMUNITIES M the piMteges and Vmmujne'fles frorn Jabilfity, exempfions fiolin tawsj, oi'6nances, ailmJ rVes and pensk)ins and efief, disabflity, wou (ers' coii,yil)eu)satVoa,,a, and oflner benefits whchic q�)l�:sfiy to the actNity of officers, agents, oi, eiq)�oyees of any pUbk agi:Hrls o eillpllc�oyees of fl�ie CCX,JNT'v', when ��)erroming the�il- res��)ecflve funcJons under Ikllmua Agreemeirat withfii I Packet Pg.4268 flue territorial Qtmfts of fl-� e COUNTY shafl ap;fly to the saine (Jegree and exleilfl to the perft rinance of such functions and dufies of such officeirs, agents, vofiunteers, or ern;,)6oyees oulskJe the tinrritulak firn ts of the COU114 FY. 913 L EGAJ 011L,1GA'T101alS AND IRESF!"ONSI&L FTIES ',Jolld)e egaflon of com:!1fituflonal or Statutory DuJes, 'N'Os Agre(:M,cent Is riif�rt intended to, no sl-mfl R, i)e (."crnstrued as, r0eving any paO�ci#:)afing enfity froin air�y obfigation or resI�)ons�Nfity in,-fposed upon flie eriflty by k-iw excet)t to the exteirit of actual and tlriim y j:)effofmance theil-ea:)f by any fmirfic pa-sting enUty, 4ri whicti, cas(,.i,, the peifoir-nance rnay be U) uoffered fi-! satisfac;fion of the obflgaflon or responsflARy, Riiilher, thOs Agreen�)(,llint us ii-iot E ntended to, nor shafl ut br:,, (;Ol')SfiUEad as, aufl'iofiz�ng the diflegaflon ol: the coiinsfitufionaQ or statutory a,futles of the ClOt pNP,, except less I[,ue extent pemiflUed by the Quida cOrisfltufic,)ir, sla[(-,,, statute, and case �aw, 9,,24 N()lq R E II [ANCE BY E Nk� person or enifity shafli be en litkol to re y upon the teirn,is, oii any of fl'ien), of th s 'a Agreernent to enforce or att&npt to enforce any thbrJ-fM,Frly c.laorn or, enflflernent to o� Lrenefit of any servk;e or prog arni corutelllpWed hereurild&1, and the COlV1 FRAMOR E the C,1104 INTY agiree tha3t 11E, thEK the COPTTRA(,-F0lR nr)ii the COOL)1`4 Q Y or any agent, �)ffic,er, or eilnpk�yee of e0her shafl [�ave the auflx)�Jty to �nfbrjn, cclunseP, u)r oflmMse E �n&ate fl,@t any fxflflcub�r 4xzflvkJuaQ m grout) of firidMdua�s, ei-�Wy or enfifies, have erit!Uernents or Ihucunefpts under thus Agreernent sepairale and a�,)art, Qnferi(:ru c,)r supeJoii U to b e cornrnuii)uly fii genera� o for U-�e purposes cointewipWed un th s Agireerrierit, .5 0 M5 Al 1 ESTA 11ONS AND 11,Ri i'm 1114 114EGO'nKricllmri ClION1 RAMOIR,agiees tau Eaxecute such rJoctirnents as COUNlY may masormUyrequfire, ree iricki(finq a Pubflc Entity Crirne SWeirrient, an III thics S ateiinerll, 'and a Drug-Il Wmkp ace Stafernent, Sgriature of thts Agreenrient by C011,11 FRAC f OF",1Z shafl act as the 0 execution of a tilruth in regofialion (�.,erflficate slafiiirag that wage mt(:,,s and oftuer facli4l und U costs sq,-)p(��rflnc fl! e m flon pursuant to the Agreernf,�nt are accurate, comp�etE�,g 'i::;, conq ensa > 0 and ci-vreiinf a,lt the tirrie of r.,x)ntiractlng, The oiiigfim3l conlract fee arid any ad6floirs Ul,ereft s�hafl be adjusted to excQud(nlll any sugriu�ficant surns by which Ihe agency detennQnes the c()ntracl fT110E1 WaS' Mncreaspd clue to inam,nate, incomp etel, or concurrent wage rates and 4i otherfactua� uin�tcosls end of the Agireernent E 9.26 `NJO tit 11111IRSONAl I Wl ILIT'lle No covemant or agl'E�emerfl cc�)ntaurie.d hem%n shafl t)e deemed to be as covenant or agreement ()f �:my rnEmiber, officer, agent or ernp oy(,--,,e o onroe C I I lourity iri Ns or her pndkikft4I caj)acrty, and no rnernber, offl(.2r, agent ruin ernj,�A�)yee of Momoe (.'s�)unly shafl be HaMe f-)ersonafly ore thIs AgreEHTient or be subjecl to any persorial fiaNfity or aumuntalARy by reason of the'execuflf:�m of thQs Ac)ieernent 9.27 EXEC:(ITION IN C(''R IN1 ERPAIR TS -This AgrE,,,eiiient rinay t)e em�,,uted Qn ziny nurriber of count&pa ea its, (;h ofwht(;h sha be�� regarded as an origkiaQ, aM of wl,fth taI(erii together shall cloi,isiliute (�)ne and fll'�ue saMf` I Packet Pg.4269 T.2.b insbut°ruutµnt and any of pailies It tteto tansy exect to this Aqreerneint by uuigWY°frog any such co ullrut..et°part. 114 WITINIESS Wl IEREOF, o:)ach party has mused Hiis Agreement to be executed by its (July authorized tug presentafive oni the day aindyear first t. llktlove t uui .0 n.. U) `.. ..... E County Adimi6sp toy NE �:]E' COW'T 'Al Iuututtt V tS wu I �..fit'� " ' t I u 0 By: dk . 0 u u W ata' t uu wut w u uw�' ww u t a° before me this �e u (fay Of � . ... 0 f ....,� „....� known lip,ens PlA)TAHX 11iJUCIC, S TE Off'. _)RID NOTARY PUSUC SEALSTATE OF INDUM r V' QwwwWw of" Wyawa t END GIP,,. EE E 'T Packet Pg.4270 107ACHMENI A ARTTLE It 55COPE ()F AGIIEEMENTAND BASK��S�lifVKIS CUVNBSHW OF EQUH"MEN]"a flue CDNTRACISR is the sole owne� ami tiflehcAdeir to thf,;a equipment.Ile eqtApment conshts of the unRs, aH peQAemW and pots used Mr hataHaVan.I his agreement constRubes as Wse or bailment and N not a sat or the cmadon of a U) security intemst- The COUNlY Awl nW h"e3m, at any thnne arc cjWre any 6ght, flfle or uiterest Nn E the etti.uprilrenI exceW the dghtto possushn and use as pmvWed in Ws apmement. to CL REN17d. FEE AND PAYRAEN? The COUNTY mdH be lnvouced rn'mnthiy for assets ordine amd ir-1- suvice anJ.AppmAmaMQ 96 kemed PdAk Works Department vehicles amJ 63 erinergency p�mer geineratom The COUN lY agrees t�o pay the CONI RACTOR the Twal payment when due E fir accordance Wh the Local Government Prompt Paynrs'�rnt Act, F.S, 21,83f), if suriq payinnent is niors, than,tHrty(30) d"s 14, he COUNTY agrees to iroeresA rate in accordance with the Local E Gavernment Pro= Payment Ad.The COUT41Y afso agrees to pay1weinty Frve [)oHars, (25$) for each cher:k that the bank retimns fof insuffident funds cv-any cother rezrsoiri. I fie CONTFIACT(Dff E sAH have he Oert to Kcreme t1m im upw imaswal or extension of this agreement but ths! CDUNIY may lernOnale the agreenwnt when rates we firCAIN15ed by thi�� CO NI F'�ACI 0f1, 1 hf:a COUTNAMOR AQ notify the CDLJNTY of he rental Waste forty-flare (45)days i.,nefore the 0 egbaAm of he KRA"emy hmW&d in the ccist purr the COUNTY hs$3,000,00 for 500 ftflss, nere 6 no addhiond cost to the COUN TY for interinsh service,cfe�n.id hosding, or Wmr fo� AntaHatton d hadwaie. I Mal cost to the COUPJTY i:oa first year agueemervt not To exceed 0 U wro SAW SERMCES: The C()N�FIACFOR wifl provide hardware and soRwam, We veldde and asset 2 tracking, histmical Wide and asset tracHng, emphyee kj in tracking vA FUB,unbn Red aWrts, 0 reporting of afl key eqrillmrwrit rnetrics, unHmRed users, mhrnited tra4dng, urflirnitr'�d,�Dupport, enone dhgnmlicrow project manager for soluthn impWamUMTon,CIO achho"hWe point of contact, II ae(:olNvrTiAC'1'0Ft aSSUrES!CJtWiare shaH Werfliffy vehk:fe/asset nurribei, ktcatlon, tmvf,� E thne, mHeage, assm operator, and asset aperator thme pinch in. m SANSURANCE: CONTRACTOR war ratnts to qmrsvWe the(Oifln I Y at no siddfikma cf,-)st the 'frsH(,rmJng',Atitomadc quartet-ly updates vvHh new featums, map data, pzAches and hot fixes, 6 manns of "broad crianin"dMa p%2 years of repofting, fm'cuicth(e trouble!flhooting on a mfeepdy Ask hardware script updates twKe per year, uptirne at 99%or CONTRACTOR will pvvWe a cmdA for mw days charge for Me enthe fleet, 1()0% hfeflme hiar dware ww ranty wtfi 2% reydacernent spores an she and with addlonM spam repliacenrenB an site SAW 48 hours,hot occurrence A or CONTRWOR mAH proOde a Wit for one days charge for the enth-e fleet, I Packet Pg.4271 W IT FTY AND I NSLJ RANCE: Fulled to KS. 76&2& The CC)UNTY is reosornsibie a ny iosses or hjurles caused Hey by Rs neWlence to the ectWiarnenA.Sullect to 10. 768.28. the CX)UPJ lY asuncei aH dsk and habdity f(r,the Qoos or dartrage to the equflprrjent whe Quy to any poson or properhr of another, and for 0 HAs and HaTIMS adshng tam the use,opeiraflon,condifian, possesdon,or storap of he equlprien The COLIN PY agire�es to heep fl'ie 4�.qtAfNMent Ca. Hy 4isured agahist loss arul mWain insurance that yantects the COI41 ll�ACI'OR frorn �iabriity for any damage or Nyury cimmed by the eMidonent c,its use. IS aVvernent;;mWkWfy exchides darnages or loss due to thoft vwida%n% any use outside norrnaI wear and near, acts of god,or U) othes circurnstances the comn"Ci of the C(H1JTR/-\CJ'0R. This agreenvent also exdudm loss E 2 U) due to cruairges to ceit jclhone pi rsv cJers,Wyerage area cha;Ves cur Wier changes to&I phone or- >% En knernet avabbHio nu s COW TN under,Unds and acceists thrat tire trarciware devicer,are (n CL carder specHk arid any Wige to the canier Sort result& non perfounarse of Oe 1W w4ware deWes, I he COLMIY agrees the CONIRACTOR i s not iresfomsiWe fi;r any hns or damage due to didVen to Me Wkwoer provider, E OR USE, fV1Alf41'ENANMCE,AnD CARE OF EQUIPMENT. Thi (]C)1JPJ]')1 shail be entifled to the E aboltz right to the us,opentimL itmmosion, and cc�rttrcfl of the equiprnent durhig the terrn W this agmementaomvided the COWN A 1 not &dedault of any provlsiasca of th� s agrecorieriL E lie COUNTY shall assume aH WgWrsn and HatAky vidi respect to dre possession of the equornenL and Q it is and rap eradbr;dwAg Hre rentM taWTIde COUN N agrees to U Wnbume die CONTRACTOR in full hr ah damage to be eqQ=ent arisr'rg fiorn any misusip or rwe-Aad by Ow COUNT , w 00j fy , gWept hm the Nstance of minse or neghgence, the COP TTRACTIM assurnes fuh responsh3WtV for the perforrnwice of the haSmare and software and wry defeake or nanWxHoWng hardware(excet-0,wiriirg)wfli t)c� rf,.'��,flacr�ci at no coM to the COUNTY, provk1ed tire COUNI Y es nc)t in t,aayrrl'ent defaUit' 0 U * CONDMON OF EQUIPMANk Me con ry mi allovv the C ON I ACF0R or its agents to inspect 2 the eqi,Ji�mre nt at any reasanable Unw whue 4 h; iocated, If the equQrricrd 0 nW beNg pmpsiy 0 WnMkretlin Ow sWe o0ndan of die CONINAc rOR,die CONTRACTOR Bid!fine the i jht, but mt he crWigatnsn to have it repaked car mahsaked at a servke hadlRy at the exj,'rerise of'"tl te as CCHJ N I Y, E M * ROW ITS IODATA: I he CONTRACTOR Wahn the dots W anervyrnow summmyclMa anao!!Js and to shme anaNsh with 3"prtkv Ile CONIRACUM wW nW WnWy he dma umme as king from Un COUNTY nor partray Me date 0 m ch rrianiner as to idenlffy flhe CX�)�H1,11Y, 1"he COUNTY agrees that the my rRAC�TOR shall cwn aH comphUcus or umlyd"A Ow dMa creMed tay ot for the(:01N'i RACTOR From time to Ono,thr�u C(',)NTRACT0R rnay receive datir,'i or Whoination requests OrSL#Imeiias,ffmn dQW par-tht either as a resuft cUf an hvestfathon or perakirg irirgatior'a,The COUpi lY hereli)y ccrnsents tir tire(.OPC]l RACIORS cfisciosure of such data or nrfoinnatlon, rec;uested pumuaro to a vaild and enforcealde dcCUroent request or ;udbpoeria, I Packet Pg.4272 I he COUNRagmes M R AaH not be MGM except a"i recpjhreci ,.:)y �.q,�phcalolf��state or N,,�dera��aw, LOCAIK)N OF �:�QUIIVENT lni0M hardwam to be Mabd by be COWMACRA at Wouls locations deignated by the COUNTY The Couny ingaN, mmc"s wk reMAN halwar(,,. fro"rn :ufjrej"Q to new ass0s aher stan-up &SAHAwn We bam comoMed THE CONTRWOR MH remove aH hardwwv from G. aseh Wh MMY assmue We agreement 1 rmt extended or 3 Wded by die COWMACKM or he COUNTY, U) E to CL E E E 0 M 0 L) 0 to 4j E M Packet Pg.42737] T.2.b i'tat�hirrtat~.ru B 330 Prioddy WayWest Dr tora 'waaaaptts,IN GOVERNMENT no . - hone: 31.7-208-1700 AGREEMENT Tell free:-96-684 Fax: 31.7-208-2202 No: 21.197 Customer LegaI Name Customer Bmtttrm ddi . .s(if different) Monroe Counit Florida_._.. _.. . .. ...... Address Address 3583 South Rm sw velt Blvd. ..,. _... �. West rmwsmmt re Cumr eya_ ��marmn!x, St ate ijjj�)Code State Lp Code 1040 1-11.m..m,. _ .. ... _. m, m me E Loca bra tmrrar Greenlee ma yP 05) 9 � u m � m mwu et�°m rmrrm Fax m Tax tU - 074 N -12 E4 thier �mmmmmcrl APO t mrmwa em(if utmlmmatw e)° . . .. ..... ol �r� �I . °. . . .._� CONTRACT OF"VEHICLES Tewm of Agreement: N 12IMo, 024Mo 0 36Mo, C]�........,....... Mo, 0 Total Number of Vmmhides:_...................._...._.......... . � T .. ... (Attach Certificate) as mtL �tttt._°. E WAREE m°�' _� . �� _ . .... .. ° . �m �mmm rm � um m r tmu _�.... r Core 1r�am _. e Counparafive race y .Y....�. �.. _.. mr 63 Tu mma! mrm�tAttendancewr t mm t �mrrt -K)1; 1000 2 3. _._. ... ...... .. .°q' .. ... ... ...... 100039.... .... 11m w. Engine.... .._ readerw�zzei 9t U1 w x�t tmrt .. ... r arms y"tu ors vmg ti rm � trm to cttrm� � Turn . .� m�ttmwmm�Fab "m� w ... .. . t3 m The Bus t ther� ., Here Comes � Carrier. .. Synovia 0 Verizon _ Sprint �. . . xru 0 Installation —., w ,� .,.. ,. _� ., ®,.,...... °� Il t INSTRUCTIONS: s��et'Terms and { mamtmn�sat JDl,m aaam° �, �.11 e�mtrPa �. raga�m"altmaffi t.2-rnorrth ,,, _. � terra and 4 Two-year extensions.FOBS not included,sold separately. 0 U 0 RATE AND ME FHOD 01r,PAYMENT ttarr Payment m 111 011 X ttamemmt�m�m f Vehicles�� k .. .�..� � ..,, � 1MR�rurm�r.r�r:mt ttr.tam��,�d" � w m ®.1 Quarterlyas Base Payment ., �.i �bmmr uAa t.a Total en ._r._ , j Base IU'maa rmmm�au�:Wt..tttt arrmm�murm r::m1°�rr�bar.°ar.s fn at Payment � a Nrmm � tpciW(.,.58 es 1 a ,r m0 00 _ ACH T to Rentaa 4 mient Mth..1 mr 3,822, 0.. _._. �.I Crm�Yrtat Card �tGRII EST R;ENT'FROM VENI t�ttt 11*EQLA�ttAEN"T U.6"TED ABOVE, IE CUSIOMER s,... .. . AGREE °tt ALL`t t,:t~tM S AND CONI')8T0NS CONT 9NU'::;1 M Tt•16 RENTAL AGREEMENT, 81"NE CUSTOMER AGREES°'1"116 RF'NIX AGffl'::t'':'MENT 6 FO .1111E RENTAL TERM 11�IKAT1tD ABOVE�''�R' D t'ANNO"U..1 CANCELLED FOR ANY A SON,�. t�E-PT to 1,»IR V11'. ED HEREK r u parry Fufi Narniw Iamme°mme fi rma w ^ l �uGa�aspuxa w 'mR,a y:^ Date r��wt�fw �m^d Re Nntam�um,e at zyirwa)vywa S oVymmtiirvs u6,C ..,...... ..Sqner Ninunl a Ile ..� m"w Packet Pg.4274 RENTAI AGREEMENT TEIIRMS AND CONDITIONS I NERSHIP OF EQUIPMEN1 Syrovila Sullutrons, LLC (111wnenahor referred to as "Vendor') is the sole owrwr and titleholder to the Equipment. Flie Equipment consists of the unit(s),all iwripheii-als,and/as connections and supj14es iused for installation lhi s Agreement constitutes a lease orbailgruent car is not an sAe or the creatioir of a security Interest Custonseirshall not Piave,ol atainy time acquire,any right,title or interest In the Equipment,except His right to possession arid arse as provided in this Agreement 2. REPH. Ifie Customer agrees tcil pay Vendor the rental payment whgen due m accaTvIance with the Locall Government Prompt Payment Act,F.S.218,70,it any payment is more Chen d9rty(30)days late,,rise Cuslionner agrees to Interest rate m accordance with C111w localGoverninient Prorrapt PaymentAct,Csivoiniel aiso agrees to pay Fy%ienty Rae DoHaiis($25)for ecach check or ACH tbat the bairk retw ns for hnsuffident finids or an1V other reavoia Voridor AWI have the right to mu um the Yert ulyin renewal or extension of this Agueernent,but Customer rnay teennicate tiss,Agreenrentwhen rates aine ussrsiased by dieVeinfor ,Vendor shaH nofifv Customer of the riciiital inci ease fairty4we(4S)days before the expiration:of tbe trotW reirr, K SYNSLJRAN(E. Vendor warrants to provide to Cu carner at no coss,the following. Automatic quarterly ullrdates vapith now features,map data,turtches and hat fixes;6 months of"breod crurnic data plus 2 years of reporting;Piroadive trouble shobting on a weekly basis;hardware script updates twice per year;t1plime at 99%or'Vendor will provilde a credit fair one days charge for the entire fleet;Lifetime haidwaire warranty with replacements,2%spares Or site with spare replacement within 48 hmArs;tlrst occurrence fix or%fonder will provide a credit for once days charge for the entire Ueret. 6,LIABILITY AND HYSURANCr.Subject to F,S.7fig.28,The Orstorner is respondWe for any losses or injurres ciused solely by its neghgence to the Equipment Sub�ect to F.S.768.28,Customer assumes all risk slid habdtty for the loss or damage to the Equipirienr or the injuiry to,any Des son or property of another,anc tom all risks and tiabilitles arising froirn the use,ollserathrri,condition,pqrsseshon or sticiiage of tire EquIparrent Fhe Customer promisesto keep the Equipment E figHy frisured against Illoss and maintain insurance that protects Vendol farin Halnhty fny any dairnage or injury,caused by the Equipirnent or iLs use, U) I we Customer will sullim0i die reciuked htsurance to thehl HabiHty can er and 1mve Chem tucvWe the company%nith a C0 RhisSynsuranceAgreernent >% LO strecificaHy excludes damages or loss due to theft,vandalism,any use outside normal wear and teas,Acts nf God,or other circuritstances outside the LO cicntrol of Syrtovia. This agreentent also excludes loss&W to dianges to cell pimne picMdere,coverage area changes cli otherchanges to cell phone or CL iinternet availability. Customer understands and accepts that the hardware devices are carrier ececific and any changes to the carrier might results in non. 0 perficirrytance of die hardware devices. Custarner agrees that Synavia is riot responsible for any loss or damage due to changes to the cell carder provider, 7,LPS111ii,MAINITNANCE,AND rAIRE OF il QUIPMENT,T111iie Custarner shall be entifler!to the all�gsWute dglllit to the use,opeii�ation,possession,and control of the Equillsment dusing tire teii'm of this Agreeriaeut prqMded Custorner is not Li defautit of any proviskm of this Agreement, rhe Custorgies sW assurne A E obligation and hallHity xPith respect to the possession of the Equipment,and for its use and operation cluiring thie rental term Cuistorner agrees to meirnbursc Vendor in full,for all da maage^to the EpAprnent arising hom ary milsuse or neghgent act by Customer,its employees,or its agents Except for the instance of E rnisuse or riegligence,Ifersdor assumes full respoity for the perfomisance of the hardware and software and any defective or non-functioirdrig hardware(excelict wiring)will be replaced at no cost to the customer,provided the Custorner is nor in payment default Customer aducowtedges fuH CL oesperaticrin in thie RMA process outlined on the Support page of t11iie SyrerviaSolutions websile, InstaH Labor is not included. E s locateqJ,if dw 8, LOCATION OF EQUIPMENT.This Custcs'nei will allow Vendor or its agents to girspect the EqLdpnnent at wrr reaeslsaiAe thine where it is Eqtnprnent is not li6rrg IPurolperly niah"rtallined in the ante opinion of Vendor,Vendor shall have the dght,but not the obligadon,to have it rejjjjrnurad or makitalned L) at a service facility at the expense of Cusariner. M 13, MGHTS TO DATA. Vendoir reWns the dglifts to arlorysiccus strinntary data ariWys�s arid to share airalys�s Mth 3rd parties,Vendor W'Hi ncrt ide�ntH:y time 5 data source as behig from the Cu m n stoer og Illicclitrasy the data in such a racainner as to lden fify the Custarnev.Custom w er agl see that Vendor si iaH on alp0 compHations or analysis of the data created by or for Vendoir, Fronir filre to thno,Vendor may receive data or inforinarion requests or subpoenas frons dirid parlies,either as a result of an investigatlon;or pen&ig Utigabon. Custonler hereby consents to Vendlx's disdosure of such data oir Worination requested purmiant to a vaUd and erifourceable doculnent request or.subpoena, Custornek agrees that it shaH not be enfitled to notice cafsuch disdosuire except as reqWred by applicable state or federal Live. 18, INSTALLATION SURCHARGE,The toW monthly rente'price on this lipmuirance Agreement orrcludes orre 10sit(at a mutuafly agree upon dotal try the 0 Vendor ai its airt1mrized Contractor to histalli the contracted hardware and lre6jr her a Ills, if Vendor or its ars geed Contractor is requetted by 061onres to L) return after the sn'RW visit to tnstaIl hardware oin veWdes or assets,Customer agrees to Ipsay$750,per finstaHeir crev clay for lnstaipatiisn services,Installatiori of tire contracted haii°dware and pedpheizN for the vchWes woutcl he conducted on fluee sRer,Key West Garage,Marathon Garage and Mantation Key 0 Garage,LnstaHatioira of the contracted hardirrwie and perii°4ierAcfar the Generators w1H be conducted at varim,is VccaUons, 19,MPORTAW INFORMATION ABOUT PROCEDURES FOR 011I)ENING ANEW ACCOUNTm To help the gavemarentfight the fue0ngof terrorism and moiney WinciedngactMfies,Federal Maw reciofireaaH financial irrs0tritrons to olbtagn,vei4y and recofd Wwrnatkciiu that Wenfifiessrach pervinwho opens an account What Ms means fur you When you open an account,we MH ask for(i)ff you are a legal entity,your narrie,address,and othea Wm rnadon that vill" ow aH' E LAs to identity you; (H) ff Voiir are an rrrdNldual, ycrur name, address, and date of Wrth. We may also ask to see your d6yeo's ficeinse or other WentiryMrlg a dacurneinB, 20 COMPAIRAIRVEANALYSIS, if CustonieHs utffi&g Caniparatrie ynzOysis,Vendor reqWres thatthe Custornel rgieetsVeiridar's requirements for acurrentil supported Operadrig Systern and a spaflaHy accurate moap. Wnidor wffl have final approval hi those mqWregnents and spedficabons Customer briflid ............... Packet Pg.4275 T.2.b W :W:w W WW IIYRIIIWIII'm.WI WW YE aWa aaw"aWa"Wm WmWa.a aI mw WW.W'W ' WW. " " T " ` " ' ' ' . ; ' .� ^.: E C IF rE II ^ BIL J'rY INSURANCE w m THISGFWpWAT I WaNWED AS A IW7 Of WWWUR WWU WNL WD CONFERS N MWHI IWaW 'WIM CEr i"I W WW HOLDER,"WWW. .m.�. . ............ .............v^ -`... 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Y1 DATE: June 3, 2020 U) TO: Roy Sanchez, Director Fleet Management 0 Tapia Stoughton Executive Adtuiiiistrator, Fleet FROM: Pamela G. Hancock, D.C. SUBJECT: May 20' BOCC Meeting c, Attached is an electronic copy of the following item for your handling: 0 C5 1st Andment to the Agreement with Svnoxri n w a Solutions, LLC,which w icas � Amendment 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. c� Should you have airy questions please feel free to contact me at (305) 292-3550. x 5 4- 0 0 E E U) V- cc: County Attorney E Finance c� 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.4277 T.2.c Amendment to Agreement for GPS BASED TRANSPORTATION MANAGEMENT SOFTWARE SERVICES This Amendment to the Agreement dated June 6, 2019 is made and entered into this 11ih 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"); E 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 U assigns, hereinafter referred to as"Synovia"or"CONTRACTOR", 0 WITNESSETH: WHEREAS, COUNTY and CONTRACTOR entered into an agreement on June 6, 2019 to acquire GPS based transportation management software services for the COUNTY'S Fleet Department, and WHEREAS CONTRACTOR has provided GPS based transportation management software services, including but not limited to Project Management, Hardware Activation & Configuration,Hardware Shipping&Installation&Testing;Hardware Warranty, Server Setup with Software,SaaS Software,System Hosting in Synovia Cloud,System Security&Off-Site Backups, Unlimited Users (Staff), Unlimited User Access (2417/365), Unlimited Customer Support (24/7/365), Unlimited Software Updates & Enhancements, Unlimited Verizon Cell Service, Unlimited User Training(On-Line,Instructor led), live Spare Hardware with Every Order,Remote Access, Fleet Analyst Assistance - Single Point of Contact, which services shall collectively be referred to as the"Project"; WHEREAS,the COUNTY desires to add additional Fleet Vehicles and equipment to GPS based transportation management software, WHEREAS, the GPS based transportation management software services under. the Agreement_dated June 6, 2019 and this Amendment both utilize cooperative purchasing and ° pricing under a competitively bid solicitation by Sourcewell, a unit of government created under Minnesota Law, for Fleet Management and Related Technology Solutions (contract #022217- SSL effective 6/1f17 to 0/1/21). NOW,THEREFORE, In consideration of the mutual promises,covenants and agreements E _ slated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: . g p 1: Attachment A to the Agreement as referenced in Article II;Scope of Services shall be E 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.4278 T.2.c U) U) 2. Article 7-Compensation and Term;7.1.1 Compensation Based on Specified Rates shall LO be amended to add Attachment Bi which adds pricing for the additional vehicles and LO equipment and to revise the Total Not To Exceed amount as follows: 7.1.1 The COUNTY shall pay the CONTRACTOR monthly in current funds for the 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 E 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 E 2019, remain in full force and effect. U IN WITNESS:It HEREOF,each party has caused this Agreement to be executed by its duly authorized rop7ntatnre on the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: Kevin Madok, Clerk OF MONROE COUNTY, FLORIDA G-. By: � By: �s Deputy Clerk n 5 ao z n y Mayor/Cher"n - i w ' CONT CTOR $ . E Title: U The foregoing instrument was acknowledged before me this_2—day of Ll by Who is( }personally known to me or( ) 0 produced a driver's license as identification. ,flC.r �� r C+ram E �-NOTARY PUBLIC. STATE OF 0 Cd E l Ce `1t-t CAfnP��L Print,type of stamp commissioned name of V- MONFJOECOUNiYATTORNEY`SOFFICE~ notarY��H1►1.iiiEyr,I,'f AP t2 AS TO Mij 666 * 11ECE,yU PATRMEAMM ►¢y�'•_ jissr ASSISTANT COUNTY ATMRNEY ~: � * ��g, •� DATE- - S _ 2 S SERF 9,� �r Packet Pg.4279 T.2.c ATTACHMENT A(Revised 121119) _ E ARTICLE It. . SCOPE OF AGREEMENT AND BASIC SERVICES • OWNERSHIP t3F EQUIPMENT: The CONTRACTOR Is the sole owner and titleholder to the equipment.The equipment consists of the units,all peripherals,and/or connections and supplies used for Installation.This Agreement constitutes a lease or bailment and is not a sale or E the creation of a security interest.The COUNTY shall not have,or at any time acquire any right, title or Interest In the Equipment except the right to possession and use as provided in this Agreement. RENTAL FEE AND PAYMENT; The COUNTY will be Invoiced monthly for assets online and in- service only,This Agreement covers approximately 187 licensed Public Works Department vehicles and 103 off road Publi.c.Works Department equipment.The COUNTY agrees to pay.the e CONTRACTOR the rental payment when due.In accordance with.the Local Government Prompt Payment Act,F.S, M,70.If.any payment is more than thirty(30)days late,the COUNTY agrees to interest rate in accordance with the Local Government Prompt Payment Act,The COUNTY also agrees to pay Twenty-Five Dollars(25$)for each check that the bank returns.for insufficient funds or any other reason.The CONTRACTOR shall have the right to increase the rent upon renewal or extension of this Agreement, but the COUNTY may terminate the Agreement when e, rates are increased by the CONTRACTOR.The COUNTRACTOR shall notify the COUNTY of the rental increase forty-five(45)days before the expiration of the initial term.There Is no additional cast to the COUNTY for Internet service,cloud hosting,or labor for installation of 0 hardware, • BASIC SERVICES: The CONTRACTOR will provide hardware and software,Live vehicle and asset tracking,historical vehicle and asset tracking,employee log in tracking via FOB, unlimited alerts, E 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.; e 5YIN5URANCE., CONTRACTOR warrants to provide the COUNTY at no additional cost the E 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 E 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. E entire fleet. Packet Pg.4280 T.2.c + LIA011.1TY AND INSURANCE: Subject to F.S.768,28.The COUNTY is responsible for any losses or injurles caused solely by its negligence to the equipment,Subject to F.S. 76818.the COUNTY assumes all risk and liability for the loss or damage to the equipment or the injury to any person or property of another,and for all risks and liabilities arising from the use,operation,condition, possession,or storage of the equipment,The COUNTY agrees to keep the equipment fully insured against loss and maintain insurance that protects the CONTRACTOR from liability for any darnage or Injury caused by the equipment or its use.The County Is self-Insured and will maintain coverage under its self-insured plan,ThlsAgreement specifically excludes damages or E 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 lossCL - _ 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 t3 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 o 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 of this Agreement,provided the COUNTY.is not in default of any provision of this Agreement, The COUNTY shall assume all obligation and liability with respect to the possession of the Equipment;and for its use and operation during the rental term.The COUNTY agrees to 5 reimburse the CONTRACTOR in full for all damages to the Equipment arising from any misuse or 12 negligent act by the COUNTY,its employees,or its agents, Except for the instance of misuse or o 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.' � E 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 0 COUNTY. • RIGHTS TO DATA: The CONTRACTOR retains the rights to anonymous summary data analysis and to share analysis with 3"a parties,The CONTRACTOR will not identify the data source as E 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 CONTRACTORS disclosure of such data cs Packet Pg.4281 T.2.c or Information requested pursuant to a valid and enforceable document request or subpoena. U) The COUNTY agrees that it shall not be entitled to notice of such discloswe except as required by applicable state or federal law. • LOCATION OF EQUIPMENT: Initial hardware to be installed by the CONTRACTOR at various locations designated by the COUNTY.The County installs, removes and re-installs hardware from current assets to new assets after start-up installations have been completed.THE CONTRACTOR will remove all hardware from COUNTY assets with COUNTY assistance at the time agreement is not extended or Is Voided by the CONTRACTOR or the COUNTY. CL • 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. . y to pay$750 per Installer per day for Installation services. Installation of the contracted hardware and peripherals for the vehicles would be.conducted on three sites,Key West Garage;:Marathon Garage and Plantation Key Garage. Installation of the contracted hardware and peripherals for the equipment will be.conducted at various locations. r IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: .To help the government fight the funding of terrorism and money laundering activities,Federal law requires all financial institutions to obtain,verify and record Information that identifies each person who opens an account. What this means for you: When you open an account,we will ask for(i) if you are a legal entity,your name;address,and other information that will allow.us to identify you,(ii) if you 2 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 sopported Operating.System and a spatially accurate map. Contractor will have final approval in those requirements and specifications. 0 E E U) ........ _ - E Packet Pg.4282 Attachment B 9330 Priority Way West Dr. t 1(i """�J' GOVERNMENT Indianapolis, IN 46240 Phone: 317-208-1700 AGREEMENT asy Toll Free: 877-796-6842 Fax: 317-208-2202 No: 21197 'Customer Legal Name Customer Billing Address(if different) U) Monroe County Florida E Address Address U) 3583 South Roosevelt Blvd. . >% ......... in City County City County in CL Key West Monroe 0 State Zip Code State Zip Code FL 33040 Location Contact: Phone Fax Salesperson 'Ea 9= Daryl Greenlee (305)292 3452 Peter Nemeth 0 E Tax ID# 59-6000749 D K-12 0 Other MunicipaIPO Number(if applicable): < CONTRACT DURATION/NUMBER OF VEHICLES CL Term of Agreement: 0 12 Mo. 0 24 Mo. 0 36 Mo, 0 Mo. E Total Number of Vehicles: Tax Exempt: 0 No 0 Yes(Attach Certificate) L) SILVERLINING EQUIPMENT LIST 21 Core Track&Trace El Ridership TYPE QTY 0 7 FuelCard LMU: 10001S Comparative Analysis 2830 63 El Time and Attendance El ELD 100039 3640 96 0 Engine Diagnostics El DVIR Peripheral: 100028 1 Button Fob reader and buzzer 96 11 Turn by Turn Navigation El Inspection ❑ X Here Comes The Bus Other: Carrier: 0 Synovia El Verizon 1:1 Sprint E AT&T Installation: Z Synovia 1:1 Customer 1 12 SPECIAL INSTRUCTIONS:Per Terms and Conditions of NJPA(Sourcewell)Contract#022217-SSL with Initial 12-month > 0 term and 4 Two-year extensions. FOBS not included,sold separately. E RATE AND METHOD OF PAYMENT Base Payment 18.00_ X Number of Vehicles 63 $1,134.00 nx Monthly Base Payment$27.00 X Number of Vehicles 96 $2,592.00 E Quarterly 0 Base Payment$1.00 X Number of Vehicles 96 $ 96.00 0 Annually Total Rental Payment $3,8 2 2.00_ El Check E Applicable Sales Tax $ 0.00 0 ACH Total Rental Payment with Tax $3,822.00 El Credit Card E PLEASE READ BEFORE SIGNING: THE CUSTOMER AGREES TO RENT FROM VENDOR THE EQUIPMENT LISTED ABOVE. THE CUSTOMEI 'u) AGREES TO ALL TERMS AND CONDITIONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL T- AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON, EXCEPT AS PROVIDED HEREIN. E AUTHORIZMION omp any Full Name(Please Print) Authorize d/swatuve Date Auth ' ed Representative of Synovia Solutions,LLC (;(fA m r in rE L)d0 A ,h rued Signer7 Printed ame Tit e FPacket Pg.428� Synovia Solutions,LLC09.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator llqqe RENTAL AGREEMENT TERMS AND CONDITIONS 1. OWNERSHIP OF EQUIPMENT. Synovia Solutions, LLC (hereinafter referred to as "Vendor") is the sole owner and titleholder to the Equipment. The Equipment consists of the unit(s),all peripherals,and/or connections and supplies used for installation.This Agreement constitutes a lease or bailment 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 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 LO 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: CL 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 E 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 phom internet availability. Customer understands and accepts that the hardware devices are carrier specific and any changes to the carrier might results in r E performance of the hardware devices. Customer agrees that Synovia is not responsible for any loss or damage due to changes to the cell carrier prow 7.USE,MAINTENANCE,AND CARE OF EQUIPMENT.The Customer shall be entitled to the absolute right to the use,operation,possession,and control of cj 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 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 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 75 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 owl 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. LO 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 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. 20. COMPARATIVE ANALYSIS. If Customer is utilizing Comparative Analysis,Vendor requires that the Customer meets Vendor's requirements for a curry E supported Operating System and a spatially accurate map. Vendor will have final approval in those requirements and specifications. U) T_ Customer Initials ; E Packet Pg.4284 Synovia Solutions,LLC 09.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator T.2.c 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 Customer Legal Name Customer Billing Address(if different) Monroe County Florida same Address Address 3583 South Roosevelt Bled. CL City County City County Key West Monroe State Zip Code State Tip Code E FL 33040 � Location Contact: Phone Fax Salesperson E Daryl Greenlee (305)292 3452 Peter Nemeth Tax ID# 59-6000749 0 K-12 Z Other MunicipalPO Number{if applicable}: CL CONTRACT DURATION/NUMBER OF VEHICLE Term of Agreement: 0 12 Mo. 0 24 Mo. 2136 Mo. ❑�Mo. Total Number of Vehicles: 2:343 C3 Tax Exempt: Cl No 0 Yes(Attach Certificate) re SILVERLII'NING SOFTWARE EQUIPMENT LIST 1 Core Track&Trace 0 Ridership TYPE QTY Comparative Analysis 0 Fuel Card LMU: 100015 2830 103 0 Time and Attendance 0 ELD 100039 3640 187 0 Engine Diagnostics D DVIR Peripheral:100029 1 Button Fob reader and buzzer 187 0 Turn by Turn Navigation 0 Inspection 13 Here Comes The Bus Other: Carrier: 0 Synovia 0 Verizon ❑ Sprint d AT&T Installation: 9 Synovia EJ Customer SPECIAL INSTRUCTIONS:Per Terms and Ccsnditlons of NJPA(Soureewell)Contract 022217-SSL with initial 12-month ,5 terns and 4 Two-year extensions. FOBS not Included,sold separately. o RATE AND METHOD OF PAYMENT Base Payment 18.00 g Number of Vehicles 103 $1,854,00 0 Monthly Base Payment$27.00 X Number of Vehicles 187 = $5,049= 0 Quarterly Base Payment$1,00 X Number of Vehicles 187 $ 187.00 ❑ Annually o Total Rental Payment $7,090.00 0 Check Applicable Sales Tax $ 0.00 CI ACH E Total Rental Payment with Tax $7,090.00 0 Credit Card PLEASE REACT BEFORE SIGNING., THE CUSTOMER AGREES TO RENT FROM VENDOR THE EQUIPMENT LISTER ABOVE, THE CUSTOMER E AGREES TO ALL TERMS AND CONDMONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON,EXCEPT AS PROVIDED U) HEREIN. AUTHORIZATION Company Fu I Flame(Please Print) E r " �.✓,�, ..' G�s dl ,authorized Signature Crate `Aurher ed Ptepresentativ orsynouia 5+tlons,Li-C y Authorized Signer's Printed game Title — �,ynotrra Solutfnr�s;11.f t�P-t1 f>tilat P3ens�li�Eui'n CJrry,��ratStyn�rt t)r�o,rnrnntsdo 5jrrsnsdrxSc�l�srlrirr�irtfsti°n€un Pu,�e d Packet Pg.4285 E CL t3 c �c 4- - c _ zsr e� SyrtavlaSalutlans,LLCv19.0Muni please Return arlgIvalSlgttadDacumentstoSynavtaSalesAdminlstratar Ad#42 Packet Pg.4286 T.2.c RENTAL AGREEMENT TERMS AND CONDITIONS I.OWNERSHIP OF EQUIPMENT, Synovia Solutions, LLC(hereinafter referred to as"Vendor").is the sole owner and titleholder to the Equipment, The Equipment Consists of the unit($),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 Act,Customer also agrees to pay Twenty-Five Dollars($25)for each check or ACH that the bank returns forknufficient funds or any other reason,Vendor shall have the right to increase the rent upon renewal or extension of this Agreement,but Customer may.term3nate the Agreement when rate are Increased by the Vendor. Vendor shall notify Customer of the rental increase forty-five j45)days before the expiratlon of the Initial Terris. LO 3,SYNSURANCE. Vendor warrants to provide to Customer at no cost the.following:.Automatic quarterly updates with new features,map data,patches LO 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 CL year;Uptime at 99%or Vendor will provide a credit for one days charge for the entire fleet;Lifetime hardware warranty with reptacemehts,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 liabilitles arising from the use,operation,condition,possession or storage of the Equipment,The Customer promises to keep the Equipment fully insured against loss and maintain insurance that protects Vendor from liability for any damage or Injury caused by the Equipment or its use. E The County is setf-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 CL loss due to changes to cep phone providers,coverage area changes or other changes to cell phone or Internet availability. Customer understands and E 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. m 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 C3 Equipment during the term of this Agreement, provided customer is not in default of any provision of this Agreement.The Customer shall assume all m obligation and liablfity 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 C 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 acknowledges full cooperation in the RMA process outlined on the support page of the Synovia Solutions website. Install Labor is not lncluded< a.LOCATION OF EQUIPMENT.The Customer will allow Vendor or its agents to inspect the Equipment at any reasonable time where it Is located.If the e quipment is not being properlym alntai n ed In the sole opl nion of Vendor,Vendor shall have the right,but not the obligation,to hoveit repaired or maintain d at a service facility.at the expense of Customer. 13..BIGHTS TO DATA. Vendor retalns the rights to anonymous summary data analysis and to share analysis with 3rd parties.Vendor will not identlly the: data source as toeing from the Customer nor portray the data in such a manner as to identify the Customer.Customer agrees that Vendor shall own all. compilations or analysis of the data created by or for Vendor.:From time to time,Vendor may receive data or information requests or subpoenas from third parties,either as a result of an investigation or pending litigation, Customer hereby consents to Vendor's disclosure of such data or information requested pursuant to a valid and enforceable document request orsubpoena. Cu.Aomer agrees that.it shall not be entitled to notice of such disclosure y except as required by applicable state or federal law, 0 12,INSTALLATION SURCHARGE.The.total monthly rental price on this 5ynsurance Agreement includes one visit(at a mutually agree upon date)by the LO Vendor or Its authorized Contractor to install the contracted hardware and peripherals, If Vendor or Its assigned Contractor Is requested by Customer to return after the Initial visit to Install hardware on vehicles or assets,Customer agrees to pay$750 per Installer per day for Installation services.Installation , of the contracted hardware and peripherals:for the vehicles would be conducted on three sites,Key West Garage,Marathon Garage and Plantation key Garage.Installation of the contracted hardware and peripherals for the Generators will be conducted at variotts.locations. E 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 m us to Identify you, (1i)if you era an individual,your name,address,and date of birth, We may also ask to.see your driver's license or other identifying documents.. 20, COMPARA*nVE ANALYSIS, If Customer Is utilizing Comparative Analysis,Vendor requires that the Customer meets Vendor's requirements for a currently 0 supported Operating System and a spatially accurate map. Vendor will have.final approval in those requirements and specifications. - _ ok Cut �— Customer Initials E rrk - Gk E ck - m synavldsofutfons,LLGvt1,OMani Please Return OrlylnvlSlgiedDucunimtsIn Synovia&*rAdministrator pag c5 Packet Pg.4287 T.2.c 0 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 fn lieu of such endorse t PRODUCER AC U) Woodruff-Sawyer&Co. P E F 50 California Street, Floor 12 415-391-2141 0 415-99- 23 In San Francisco CA 94111 A1298 ISU R S AFFORDING COVERAGE C INSURERA:Chubb Indemnity Insurance Corroanv 1 777 INSURED CALACOR•01 INSURER :Great Northern Insurance Company 20303 Syovi Solutions LC a subsidiary of alAm D INSURER C:Federal InsuranceGam an 021 15635 Alton Parkway, Suite 250 INSURER D Irvine CA 92618 INSURER E: 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, ro EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. L3 I SR ADDL SUOR POLICY EFF POUCYEXP UNITSro LTR INSURANCEEOF POUCYUBE M D M B X COMMERCIAL GE £ L LIABILITY Y 36061664 121=19 1211f2020 EACH OCCURRENCE S1,000.000 0 O CLAIMS-MADE L±J OCCUR r , $300,000 ED EXP An ana S 10,000 PERSONAL PERSONAL&ADV INJURY $1,000.000 GEML AGGREGATE LIMITAPPLIESPER. GENERAL AGGREGATE S2,000,000 X POLICY 0 PRO'JECT LOG PRODUCTS-COMPtOPAGG $2,000.000 OTHER: 5 C AUTOMOBILE UABILJTY 73612368 1211/2019 12I112020 COMBINED SINGLE LIMIT 51,000.000 n. X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per® 'ent) 5 AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLYJpAr amidgrill S 0 O C X UMBRELLA UAB R 78191327 12 I12019 121112020 EACH OCCURRENCE $5,000 000 EXCESS LIAR CLAIMS-MADE AGGREGATE $5,000.000 a DEO I X RETENTION S IS , A WORKERS COMPENSATION 71771545 121112019 1211/2020 X PER OTH• � DFMPLOYERS'UABILITY A ROPRIETO ARTNE XECUTiVE Y I Nr—I E.L.EACH ACCIDENT $1,000.000 E OFFICE BEREXCLUDEo7 N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1.000=0 It describe r L- DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000.000 O 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. CAf - WAIVE , U) T- CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED I cy ACCORDANCE WITH THE POLICY PROVISIONS, ro Monroe County Board of County Commissioners 1111 12th St Suite 405 AUTHORIZED REPRESENTATIVE Key West FL 33040 1938-2015 ACORD CORPORATION. ll rights reserved. ACORD 2 (20161 ) The ACORD name and logo are registered marks of ACORD Packet Pg.4288 T.2.c DATE(M ID ) ACC>RV CERTIFICATE OF LIABILITY INSURANCE lkkl� 311012020 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 endrsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A state ent on E this certificate does not confer rights to the certificate holder In lieu of such endorsement sL PRODUCER CONTACT_Jessica Olson Woodruff-Sawyer&C . PHONE 50 California Street, Floor 12 415- 9-544 c San F'ranci5 CA 4111 EL olson wooruffsa er. INSURERS AFFORDING COVERAGE NAIL INSURERA:Columbia Casualty Company 117 INSURED CALACOR-0 INSURER 0: ynovia Solutions LLC a subsidiary of CaLAmp Corp- INS RERc: 15635 Alton Parkway, Suite 250 INSURER o: Irvine CA 92618 INSURER E INSURER F: COVERAGES CERTIFICATE :13195267 REVISION THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. f) INSR ADDL SUR POLICY EPF POLICY EAP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MM1D MMID COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S O CLAIMS-MADE F—DCUR -PREi n S MED EXP JAnyone e S PERSONAL&ADV INJURY S GENI AGGREGATE LIMITAPPLIES PER, GENERAL A REGATE S POLICY JEGT 11 LOC PRODUCTS-COMPIOPAGO S OTHER: S COMBINE SINGL LIMIT AUTOMOBILE LIABILITY5 EEG im-81 Bin— AUTO BODILY INJURY(Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) S a HIRED NON-OWNED PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY Mar 'y S O UMBRE a _[J_OCCUR EACH OCCURRENCE S EXCESS LI CLAIMS• E AGGREGATE S QED RETENTION 5 + WORKERS COMPENSATION PER QTH= AND EMPLOYE 'LIABIL ". ANYPROPRIET4 TNEIEXECUTIVE Y/ NIA E.L.EACH ACCIDENT [S OFFICE BEREXCLUDED? ;Mandatory In NH} E.L DISEASE-EA EMPLOYEE It yes,describe under �y DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A Errors A OmfssionstCyberUabi1hy 596636609 12JI12019 121112020 Per ClaWAggragate $10,000,000 O DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES IACORD 101,Additional Remarks Schedule,may be attached If more space Is requiredl U) CERTIFICATE L CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ct 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.4289 T.2.d ° ' Kevin Madok, CPA `• f the Circuit Court& Cam troller—Monroe County, Florida • � Clerk o e p t]I DATE: July 22, 2020 U) TO: Roy Sancliez, Director Fleet Management Tapia Stougtl.on I:xccutive Administrator, Fleet E FROM: Paniela G. Hancock, D.C. E SUBJECT: July 1.5 13UCC Meeting E Attached is an electronic copy of tlic follovNing item for your liandling: c, C35 2'Alnenclmenl to Agreement witli Synovia Solutions, 11,C, for GPS based transportation management software services, to exercise the first renewal term retroactive to June 6, 2020, and to combine the two previous montlily compensation amounts into one monthly payment of$10,912,00. E Should you have any questions please leel free to contact me at (305) 292-3550. a E N U) 0 0 0 0 U 0 0 0 0 E c� cc.: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PKIROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Rorida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305 Packet Pg.4290 T.2.d Second Amendment to Agreement for GPS BASED TRANSPORTATION MANAGEMENT SOFTWARE SERVICES U) E This Second Amendment to the Agreement dated June 6, 2019,as amended, is made and entered into this 15"'day of July, 2020,by and between Monroe County,a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Ivey 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, E whose addr4ess is 9330 Priority Way West Drive, Indianapolis, Indiana 46240, its successors and assigns, hereinafter referred to as"SNYOVIA"or"CONTRACTOR", U W n NESSETH: WHEREAS,COUNTY and CONTRACTOR entered into an Agreement on June 6, 20195 to acquire GPS based transportation management software services for the COUNTY'S Fleet Department (`Original Agreement"), which was for an initial one year term beginning June 6, 2019, and terminating on June 5,2020; and E WHEREAS, COUNTY and CONTRACTOR 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 g as shown in Revised Attachment A to the Amendment, and increased the compensation due to CONTRACTOR as outlined on the Attachments B and B 1 to the Amendment; and n 0 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 referenced Attachments; and 0 U WHEREAS, CONTRACTOR has provided GPS based transportation management 0 software services, including but not limited to Project Management, Hardware Activation & Configuration, Hardware Shipping & installation & Testing, Hardware Warranty, Server Setup with Software, SAAS Software, System Hosting in Synovia Cloud, System Security & Off-Site Backups, Unlimited Users (Staff), Unlimited User Access (2417/365), Unlimited Customer Support (27171365), Unlimited Software Updates & Enhancements, Unlimited Verixon 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"; l Packet Pg.4291 T.2.d WHEREAS, the GPS based transportation management software services under the Original Agreement, and the Amendment, as ratified, both utilize cooperative purchasing and pricing under a competitively bid solicitation by Sourcewell, a unit of government created under `- U) Minnesota Law,for Fleet Management and Related Technology Solutions(contract#022217-SSL; effective 6.f 1117 to 6.'1/21);and WHEREAS, the COUNTY desires to renew the Original Agreement, as amended, and to CL combine the two(2)monthly compensation amounts paid to CONTRACTOR into one(t)monthly total compensation amount; and E WHEREAS,the parties have found the Agreement to be mutually beneficial;and E WHEREAS, the parties desire to amend the Original Agreement,as amended; NOW,THEREFORE, in consideration of the mutual promises,covenants and agreements U stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,COUNTY and CONTRACTOR agree as follows- 1. In accordance with ARTICLE VII, COMPENSATION and TERM, Paragraph 7.4.1,TERM OF AGREEMENT,the COUNTY hereby exercises its option to renew the Original Agreement for the first of four(4)two-year extensions. This renewal shall be retroactive to June 6, 2020,and will terminate on June S,2022, unless terminated earlier tinder another paragraph of E the Original Agreement. cN 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 0 Attachment B and Attachment B I as exhibits to the ratified Amendment. The parties desire to combine the compensation amounts of the two (2) phases of work into one (1) total monthly o compensation amount. 0 3. The COUNTY shall pay the CONTRACTOR monthly in current funds for the en CONTRACTOR'S performance 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 Not to Exceed Amount of One Hundred Thirty Thousand Nine Hundred Forty-four and 001100 ($130,944.00) U 0 Dollars annually will apply to this Agreement. 0 4. In all other respects,the terms and conditions as set forth in the Original Agreement dated June 6, 2019, as amended, shall remain in full force and effect. c� [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 2 Packet Pg.4292 T.2.d IN WITNESS WHEREOF, each Party has caused this Second Amendment to Agreement to be executed by its duly authorized qpr mentative on the day and year first above written. U) U) BOARD OF COUNTY COMMISSIONERS VIN MADOK,CLERK OF MONROE AUYZ, RI�]A e g cnw.r. By. E As Deputy Cicrk a irmsn N _ � E CONTRACTOR: r SYNOVIA SOLUTIONS,LLC o o MOAN OOUNW ATTOAVM OFFICE U y PATF02AEWA By:�49;59i;� 0 DATE: C W Title:, P4� Ch. :Gtv E STATE OF: COUNTY ORCN Subscribed and sworn to (or affirmed)before me,by meams of Wphysical presem m or L7 0 online notarization, on this„ 6 day of - 2020,by 0 - (Warne of affisnt). (EWShe is personally known to me or has produced C' (type of identification) as 0 U identification. E •-� _ 0 O/T�AAy PUBLIC (SEAL) My Commission Expires: •GG ►McIKO DOVAXtt NvSur Pubk•CsWkmim Conroisiiaa C#2166173 € C"".=Nor 2. O Packet Pg.4293 T.2.d Government 0 Sr1�V1 9330 Priority Way West give Agreement y Indianapolis,IN 46240 Phone: 317-208-1700 Amendment Don't Ask.Know. Toll Free: I-877-796-6842 5YH q: 46473 Fax; 317-208-2202 ATTAC1ilaIEHT C Amends SYN 4: 21197 Customer Legal Name Customer Billing Address(If different) �- Monroe County Florida Sarre U) Address Address 3S83 South Roosevelt Blvd City County City County to Key West Monroe State Zip Code State Zip Code FL 33040 Location Contact: Phone Fax Salesperson Da 1 Greenlee 305 Peter Nemeth Tax ID# K-12 X Other Municipal PO Number(if applicable) E PO Number(if applicable): PO Expiration Date: CONTRACT DURATION NUMBER OF VEHICLES Term of Agreement_ 0 36 Me. ❑48 Mo. ❑60 Mo. ®24 Mo. Total Number of VehiCIM T449 Tax 8faem C]No 0 Yes Attach Certificate U SOFTWARE LICENSES EQLTIPMENT LIST T TYPE Q7Y ® Core Track&Trace Lj Ridership LMU: 3640 283 Comparative Analysis Navlgation 2830 166 ® Time and Attendance Here Comes the Bus Peripheral: I button reader 283 btl Pnoinr Di$ nostics EL❑ Fuel Card DVIR Other: Installation:N/A 0 Synovia Laitomer Carrier, ® Synovia rixon rint LAI&T SPECIAL INSTRUCTIONS: This Amendment,effective June 6,2020,renews Synovia Government Agreement No.21197 and `I the Monroe County Board of County Commissioners Agreement For GPS Based Transportation Management Software Services dated June 6,2019 and any and all amendments thereto.Fleet Management and Related Technology Solutions g Sourcewell contract#022217-SSL terms and pricing apply. RATE AND METHOD OF PAYMENT 0 Base Payment$- 10.00 X Number of Vehicles_166_= $21988.00-W a Monthly y Base Payment$ 27.00 X Number of Vehicles_2B3—= $7,641.00_ LI Quarterly Base Payment$_1.00 . . ... ... X Number of Vehicles 283 = $283.00 0 Annually to Total Rental Payment $10,912.00 © Check Applicable Sales Tax S_NJA�T 0 ACH Total Monthly Rental Payment $10,912.60-_ Cl Credit Card PLEASE READ EIR ORE SIGNING: THE CUSTOMER AGREES TO RENT FROM VENDOR THE EQUIPMENT L15TED ABOVE. THE CUSTOMER AGREES TO ALL TERMS AND CONDITIONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER 0 AGREES THIS RENTAL AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON,EXCEPT AS PROVIDED HEREIN. AUTHORIZATION � E Company Full Name(Please Print) MONROE COUNTY Authorized Signature Fate Authorized Representative of Synovia Solutions.LLC [late Authorized signets Printed Name Titte Printed Name Title Packet Pg.4294 T.2.d pATe pedoorrrYYi >41cCMV CERTIFICATE ❑F LIABILITY INSURANCE 1110l202fl THIS CERTIFICATE 18 ISSUED AS A IAATTER 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 BETWMN T14E ISSUING INSURER[SI,AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certMesto holder Is an ADDITIONAL INSURED,the policy[ies)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 on this eart[Acate does not confer rights to the certiRcate holder In lieu of Such endorsement e. U) PRODUCM Woodruff-Swvyer&Co. Nor 415 3$1-21A1 PAx t1�46S-9923 U) 50 Califomia Street,Floor 12IAz San Fra noisoo CA 94111 LO LO CL APFGIIaWO GO'VERAO RAIL t 0181,11010t ■:Chubb Indemnft Insurarlre CoMpEy 12777 Ms CALACOR.Ot Jwsww a:Great Ng them Company 20303 Synovia Solutions LLC :Federal Insurance Cam n 2a2e1 a subsidiary of CalAmp Corp 15635 Alton Parkway,Suite 250 Irvine CA 92618 Ewum e c � rra1l r COVERAGES CERTWICATE NUMBER:1353440955 REMIION NUFA13ER: 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 ALI.THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAIO CLAIMS. MBR TYP%OFW9UR"Ct AVOL POLICY NUMBER EPP Lop"LtR () a X COMMEtCIALGO&RALL1Aa1LM Y 3W1664 121112019 12JIr2= pjr,CHOCCURREMCE s1.ODD,DOD CLAIM&MADE ED OCCUR SOD ON5 Mao E%P Ift ON S 1fl,DOo O PERSONAL i ADV INJURY f 1.000,ODO GENT AGGREGATE LIMIT APPLIES PER. GEJ/ERAL AGGREGATE S 2,ONO,000 `tl' PA1VnrOMC1KKEL"KSrY POLICY JJrCT1:1 LOC PRODUCTS-CGMPIOPAGO 62000,000 OTH R f C 73612368 12JI12019 IVIr2020 LIMITf1,00N,00D x ANY AUTO —-- BODILY INJURY(Par Prnen) S 0) awNED SCHEDULED BODILY INJURY 0Pr acddentl S AUTOS ONLY AUTOS HIRED NON-OWNED F R1Y MMAGE _ AUTOS ONLY AUTOS ONLY s � C14 C x UMBRELLA I" x OCCUR 75191327 121112DI9 1711/2020 EACH OCCURRENCE SFiAD0.000 a plCM WAS AGGREGATE S 5,000OD0 OED I x I RETENTION 5 in 0 A WORKERS COMPENSATION 71771545 12JI12019 121112Q20 X R AND EMPLMORT LIABILITY ❑Y TOUARERE)ECUTV N r A El.EACH ACCIDENT .000AHYPApPW£ OFFIC ERMnE4 BER EXCLUDEO7 lwY rn NHI E.L.DISEASE•EA EMPLOYE S 1.0N0.000 � Ir yyeaaa essul�a rrsr DESCRIPTION OF OPERATIO levy El.DISEASE-POLICY LIMIT S 1.00Q,00N 0 AEBdRIPT'ION OF OPERATIONS I LDCA71DNb rYt]eCLG.!tACORO IN,WdElenN RslnarRa 5chsdlAs,m"a AgadMd Ornpn spew k nqufndl � Certificate holder is Included as an Additional Insured with respect to General Liability and Auto Liability If required by written contract. L3 0 w WZ CERTIFICATE HOLDER CANCELLATION E SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WLL BE DELIVERW IN U ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners 1111 12th St suite 408 A1rr109=0 REPRlSEHTATIYE Key West FL 330411 0 19 88-2 015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and[ago are raglslared marks of ACORD Packet Pg.4295 T.2.d ACC>R& CERTIFICATE OF LIABILITY INSURANCE °""`""'°°"""' 311 OM20 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURIEO,the pollcy(Iss)trust have ADDITIONAL INSURED provislona or be endorsed. If SUBROGATION IS WAIVED,subject to the turns and condHlons of the policy,certain policies may require an endorsement. A statement cm this certificate does not confer rl hte to the certificate holder In lieu of such andorsemen a. rRODUCut Jessica Olean WDDdruff-Sawyer&Co. E 415-389$a48 FAX 50 California Street,Floor 12 LO San Francisco CA 94111 A0011558i lolsonftoodruftawyer.corn LO INSUREMI AFFORDING COVERAGE NAIL a ur&RA:Columbia Ca5uaRy Company 31127 _ MUIND CALAGOR-01 MURERS, Synovia SGItAlons LLC u a subsidiary of CalAmp Corp. 15635 Allon Parkway,Suite 250 elsuR:aa Irvine CA 92618 INsuRta E: MU COVERAGES CERTIFICATE NUMBER:1843195257 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REOUIREMENT,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. MR LTR TYPE OF MURANCE POLICY NUMBER t2wrrmLIIM C, COMM GAL GENERALI I UTT EACH OCCURRENCE S E CL/UMS-MQE 0 OCCUR PREMISES ffn amrratmals 0 MrEO FJCP NYM H1pI fi � PERSONAL&ADV IIIURY I GENT AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE s HPOLICY❑JJEC FD I" PRODUCTS•COMPIOP AGO S OTHEFL S -AUTOMOBILELLAKILI'ly s ANY AUTO BODILY INJURY(Par Porom) S OWNED SCHEDULED EOpILY INJURY(Per reeidN++li S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY pAfAAGE s AUTOS ONLY AUTOS ONLY S � N UMBRELLA LIAR HOCCUR EACH OCCURRENCE s I U) EXCS'U UAe CLAIMS-MADE AGCAREGATE s 9= DM RETENTION 5 . W ORNER5 CCMi'ENSATIOM I SMUn I I VFT1' AND DXWYERC UTAeILITY YIN 0 ANYPROPRIETOWPARTNERIEIIECUFIYE NIA E.L EACH ACCIDENT S OFFICERIMENBEREXCLUDEDi {M-dNwy h MH) 111 DISEASE•EA EMPLOYEE S E ;MRIP'T�10N W OPERATIONS bobw E.L otSEASE-POLICY LINT S 0 A Enos i OmMliW&ICybv LI*bk 58B036G04 12JI12019 1211r2D20 Pat CI116NAQW89 a I10,O00,OD0 DE&CRIPTION OF OPERATION!1 LOCATIONS 1 VEICLU(ACORD 1aI,AddWond Rwnarka Sehrduk,auy b&awehod Mmdre Ipaee It mpA dI 0 L) 0) 0 W 0 CERTIFICATE HOLDER CANCELLATION E SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROWSIONS. Monroe County Board of County Commissioners 3583 S.Roosevelt Boulevard AUTHORIZ 0REFRESE14TATIVE Key West FL 33040 01988•2015 ACORD CORPORATION. All rights reserved. ACORD 25(201SM3) The ACORD name and logo are registered marks of ACORD Packet Pg.4296