The URL can be used to link to this page

Item C18 C18 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting March 20, 2024 Agenda Item Number: C 18 2023-2242 BULK ITEM: Yes DEPARTMENT: Fleet Management TIME APPROXIMATE: STAFF CONTACT: Daryl Greenlee n/a AGENDA ITEM WORDING: Approval to terminate contract and approve release with Synovia to provide fleet vehicle tracking and monitoring services. ITEM BACKGROUND: The County and Synovia entered into an agreement on June 6, 2019 for Synovia to provide GPS based transportation management software to the Fleet Management Department. After several amendments to the original agreement, the contract is set to terminate on June 4, 2024. The parties have agreed to mutually terminate the agreement early, effective February 29, 2024. The parties have further agreed to execute a release in addition to termination. Synovia and the County have agreed to a final payment amount for services as specified in the attached Termination and Release Agreement. Staff requests BOCC approval to terminate the contract and approve the release. PREVIOUS RELEVANT BOCC ACTION: March 22, 2023 - BOCC approved 3rd amendment to Synovia agreement extending the contract for 1 year, replacing devices with updated equipment and clarifying a discrepancy in the number of units. July 159 2020 - BOCC approved 2nd amendment to Synovia Solutions, LLC agreement exercising first renewal term. May 20, 2020 - BOCC approved 1 st amendment to Synovia contract to add exhibits and attachments. June 6, 2019 - BOCC approved contract entered with Synovia Solutions, LLC. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: Termination of Contract and approve the Release. 848 STAFF RECOMMENDATION: Approval. DOCUMENTATION: 3rd Amendment 03/22/2023 2nd Amendment 07/15/2020 I st Amendment 05/20/2020 Original Agreement 06/06/2019 Monroe Cty FL and Synovia Termination and Release Agreement(signed) 03 05 2024.pdf FINANCIAL IMPACT: Effective Date: February 29, 2024 Expiration Date: N/A Total Dollar Value of ContractJotal Cost to County: $293,054.00 shall be paid to Synovia upon execution of the attached termination and release agreement by all parties. Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Revenue Producing: No If yes, amount: Grant: No County Match: Insurance Required: Additional Details: None 849 GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: March 28, 2023 TO: Daryl Greenlee, Director Fleet Management Tania Stoughton Fleet Management FROM: Liz Yongue, Deputy Clerk SUBJECT: March 22, 2023 BOCC Meeting The following item has been executed and added to the record: T2 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. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 850 DocuSign Envelope ID: DEB3F7EF-3CBC-478F-BBF2-7505794B3877 Third Amendment to Agreement for GPS TRANSPORTATION MANAGEMENT SOFTWARE SERVICES 22nd This Third Amendment to the Agreement dated June 6, 2019, as amended, is made and entered into on this -94rday 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"), 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: 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 for an initial one-year term beginning June 6, 2019 and terminating on June 5, 2020;and 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 outlined 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 Support(24/7/365),Unlimited Software Updates&Enhancements,Unlimited Verizon Cell Services,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"; 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 4022217-SSL; effective 6/l/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 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. 851 DocuSign Envelope ID:DEB3F7EF-3CBC-478F-BBF2-7505794B3877 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 II,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: 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 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 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 Original Agreement shall prevail. 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. IN MADOK CLERK BOARD OF C Y COMMIS IONERS OF MONR TY,FL A 15 rl�F+ By � x r Aeputy Clerk Mayor/Chairman WITNESSES: SYNOVIA SOLUTIONS,LLC. By 6Vr,ViJ&LUt r,AYSbIn. Witness 1 Brennen Carson,Chief Revenue Officer Witness 2 N> Approved as to fort and legal sufficiency C ( 0 �•Sotaoe County Altonmy's Office �,_„,, Christina Cory,Assistant County Attorney Date:3110/23 —{C:- MA, 0: 852 Attachment A Municipal Cal//Amp- Phone: 317-208-1700 Amendment Toll Free: 1-877-796-6842 SYN : 577 6 a v �:,�:u�� 'r�Hex.�a L L C Fax: 317-208-2202 41/''��r[,, Amends SYN : 15594 ,23600,46473, Customer Legal Name Customer Billing Address (If different) Monroe County Same Address Address 3583 South Roosevelt Boulevard City County City County Key West Monroe State Zip Code State Zip Code FL 33040 Location Contact: Phone Fax Salesperson Daryl Greenlee 305 292 3452 Peter Nemeth Tax ID#59-6000749 ❑ K-12 0 Other Municipal PO Number(if applicable) PO Number(if applicable): PO Expiration Date: CONTRACT DURATION / NUMBER OF VEHICLES Term of Agreement: 0 12 Mo. ❑48 Mo. ❑60 Mo. ❑_MO. Effective Date: Upon Installation Total Number of Vehicles: 441 Tax Exempt: ❑ No ❑X Yes(Attach Certificate) SOFTWARE LICENSES EQUIPMENT LIST TYPE QTY ❑x Core Track&Trace ❑ Ridership LMU: 3640 276 ❑ Comparative Analysis ❑ Navigation ❑x Time and Attendance ❑ Here Comes the LMU: 2830 165 ❑x Engine Diagnostics ❑ Fuel Card ❑ DVIR Other: Installation: ❑ Synovia 0 Customer Carrier: ❑x 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 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 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 ❑x Monthly Base Payment$ Number of $7 728.00 28.00 X Vehicles 276 = ❑ Quarterly Base Payment Number of $2,970.00 $18.00 X Vehicles 165 = _ ❑ Annually 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 853 UUALuull Attest: Kevin Madok, Clerk Approved as to form and legal sufficiency By: a r✓ yyywr- Nloruoe Count),Attorney's Office A Deputy Clerk Cluistina Cory,Assist t!o6tfyke, IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT Date: 3/28/23 IS FOR�TVHtE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON, EXCEPT AS PROVIDED HEREIN. AUTHORIZATION -; ..4•—� Company Ful (Please Print) onroe C B rd of County miss' rs _ s s f�a � u ,o' re Date Authorized Representative of Synovia Solutions,LLC Date "�' 1 uthlorized gner's Printed Name Title Printed-Name Tile Mayor Craig.Cates Signed:1/19l2023 Brennen Carson Chief Revenue Officer RENTAL AGREEMENT TERMS AND CONDITIONS 1.OWNERSHIP OF EQUIPMENT.Synovia Solutions,LLC(hereinafter referred to as"Vendor")is the sole owner and titleholder to the Equipment.The Equipment consists of the unit(s),all peripherals,and/or connections and supplies used for installation. This Agreement constitutes a lease or bailment and is not a sale or the creation of a security interest.Customer shall not have, or at any time acquire,any right,title or interest in the Equipment,except the right to possession and use as provided in this Agreement. 2. RENT.The Customer agrees to pay Vendor the rental payment when due.If any payment is more than ten(10)days late, the Customer agrees to pay a late fee of ten percent(10%)or Ten Dollars($10),whichever is greater,on the overdue amount. 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. 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 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. 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 or based on the amount of rent to be paid under the Agreement or assessed in connection with this Agreement,even if billed after the end of the rental period. 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 Agreement beyond the then-current fiscal year for which funds have been appropriated. Upon such an event,you 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 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 Agr ment shams° be mutually ratified and renewed),provided that failure to give any such notice under clause(i)or(ii)of Es.sentences+ r shall not operate to extend this Agreement or result in any liability to Customer. Non-Appropriati under one= Synsurance Agreement shall not affect the validity or enforceability or any other Synsurance Agreemeontra,cm p between you and us. 6. LIABILITY AND INSURANCE.The Customer is responsible for any losses or injuries caused by the EciOpme7t}"yCPstomeCo. assumes all risk and liabilityfor the loss or damage to the Equipment or the injury to an gj y y person or property oP" tier,and � for all risks and liabilities arising from the use,operation,condition,possession or storage of the Equipment.ii4ust6meai. must continue to make rental payments through the entire term of this Agreement and may not cancel this A�eement foG.;,r C , any reason,even if the Equipment has been damaged or destroyed.Vendor is not responsible for any losses or.irries caused. by the installation or use of the Equipment.The Customer promises to keep the Equipment fully insured ag�st loss anc maintain insurance that protects Vendor from liability for any damage or injury caused by the Equipment or its use..Thies Synsurance Agreement specifically excludes damages or loss due to theft,vandalism, any use outside normal wear and C�n,corri-f)ocun'c-r�ID l�C3i1=11N1 hkIVzUUJV�1 " � 854 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, possession, and control of the Equipment during the term of this Agreement, provided Customer is not in default of any provision of this Agreement.The Customer shall assume all obligation and liability with respect to the possession of the Equipment,and for its use and operation during the rental term.Customer agrees to reimburse Vendor in full for all damage to the Equipment arising from any misuse or negligent act by Customer,its employees,or its agents.Except for the instance of misuse or negligence, Vendor assumes full responsibility for the performance of the hardware and software and any defective or non-functioning hardware(except wiring)will be replaced at no cost to the customer,provided the Customer is not in payment default. Customer acknowledges full cooperation in the RMA process outlined on the Support page of the Synovia Solutions website. Install Labor is not included. 8.LOCATION OF EQUIPMENT.The Customer will allow Vendor or its agents to inspect the Equipment at any reasonable time where it is located. If the Equipment is not being properly maintained in the sole opinion of Vendor,Vendor shall have the right,but not the obligation,to have it repaired or maintained at a service facility at the expense of Customer. 9.ASSIGNMENT.The customer has no right to sell,transfer,encumber,sublet,or assign the Equipment or this Agreement. 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 forthe unpaid balance of payments due or to become due under this Agreement orthe possession of the Equipment. 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 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 described in this Agreement,(ii)not disclose or provide access to the Confidential Information to any third 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 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 the Receiving Party by persons not bound by confidentiality obligations, (iii) is already in the Receiving 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. 855 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 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 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 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) days prior to the expiration of the initial term or extension that the Customer does not choose to renew.No other manner of 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 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 Agreement shall be binding on any of the parties unless set forth in writing and signed by both parties. 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 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 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. 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. 856 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 PROMOT In the event of a time limited promotion, revisions or modifications to this -,5ynsurance Agreement will ermitted. B lord of C Co mission oonroe lorida Attest: Kevin Madok, Clerk =,t ustomerinitials M yor Craig Cates #s Deputy Cler �yi�e�1 F'_r� .yfV r py Approved as to form and legal sufficiency Monroe County Attorney's Office Christina Cory,Assistant County Attorney Date: 3/28/23 C> G. A ry: 0. M .. Concord- Uocun•ent 11)0GU4141 hMA,,UlUW 857 Record of Signing Brennen Carson Chief Revenue Officer T I— &' gined coin 2023 01 19 ggggA,4��02 Gll IFII. Where agreements happen. 858 ° ' Kevin Madok, CPA `• f the Circuit Court& Cam troller—Monroe County, Florida • � Clerk o e p t]I DATE: July 22, 2020 TO: Roy Sancliez, Director Fleet Management Tapia Stougbt.on I:xccutive Administrator, Fleet FROM: Paniela G. Hancock, D.C. SUBJECT: July 1.5 13UCC Meeting Attached is an electronic copy of tlic follovNing itetn for your liandling: C35 2'Alnenclment to Agreementwitli Synovia Solutions, 11,C, for GPS based transportation managelnent 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. Should you have any questions please leel free to contact me at (305) 292-3550. cc.: County Attoi-ney 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 305-852-7145 859 Second Amendment to Agreement for GPS BASED TRANSPORTATION MANAGEMENT SOFTWARE SERVICES This Second Amendment to the Agreement dated June 6, 2019,as amended, is made and entered into this 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 Synovia Solutions, LLC, a Foreign Limited Liability Company of the State of Florida, whose addr4ess is 9330 Priority Way West Drive, Indianapolis, Indiana 46240, its successors and assigns, hereinafter referred to as"SNYOVIA"or"CONTRACTOR", W n NESSETH: 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 for an initial one year term beginning June 6, 2019, and terminating on June 5,2020; and 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 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 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 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 (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 860 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.f 1117 to 6.'1/21);and WHEREAS, the COUNTY desires to renew the Original Agreement, as amended, and to combine the two(2)monthly compensation amounts paid to CONTRACTOR into one(t)monthly total compensation amount; and WHEREAS,the parties have found the Agreement to be mutually beneficial;and WHEREAS, the parties desire to amend the Original Agreement,as amended; NOW,THEREFORE, in consideration of the mutual promises,covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,COUNTY and CONTRACTOR agree as follows- 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 the Original Agreement. 2. The COUNTY has paid the CONTRACTOR for its services performed as provided in the Original Agreement and Amendment based on the hourly rates or test rates as outlined in Attachment B and Attachment B I as exhibits to the ratified Amendment. The parties desire to combine the compensation amounts of the two (2) phases of work into one (1) total monthly compensation amount. 3. The COUNTY shall pay the CONTRACTOR monthly in current funds for the 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 00'100 ($130,944.00) Dollars annually will apply to this Agreement. 4. In all other respects,the terms and conditions as set forth in the Original Agreement dated June 6, 2019, as amended, shall remain in full force and effect. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 2 861 IN WITNESS WHEREOF, each party has caused this Second Amendment to Agreement to be executed by its duly authorized qpr mentative on the day and year first above written. BOARD OF COUNTY COMMISSIONERS VIN MADOK,CLERK OF MONROE COU Y, RTA ry C-) 41 As Deputy C" CONTRACTOR: r CZ) SYNOVIA SOLUTIONS,LLC o 0 AIGVW OOUNW ATF0FH `S OFFICE DATE c Title:, f f� Ch.60 STATE OF: COUNTY OR Subscribed and sworn to (or affirmed)before me,by meams of Wphysical presem m or L7 online notarization, on this„ 3b� -- day of ter? - 2020,by - (name of afrmt). +She is personally known or to me or has produced a (type of identif ation) as identification. em�AAy PUBLIC (SEAL) My Commission Expires: •GG ► IKO DOVAXtt NvSur Pubk•CsWkmim Cown"W#2IN173 € � COM.=Nor 2.MO 862 Government 0 Sr1�V1 9330 Priority Way West give Agreement y Indianapolis,IN 46244 Phone: 317-208-1700 Amendment Don't Ask.Know. Toll Free: I-877-796-6842 5YH q: 46473 Fax; 317-208-2202 ATTAC1ilaIEHT C Amends SYN 4: 21197 Customer Legal Name Customer Billing Address(If different) Monroe County Florida Sarre Address Address 3S83 South Roosevelt Blvd City County City County Key West Monroe State Zip Code State Zip Code FL 33040 Location Contact: Phone Fax Salesperson Da 1 Greenlee 305 Peter Nemeth Tax ID# K-12 X Other Municipal PO Number(if applicable) PO Number(if applicable): PO Expiration Date: CONTRACT DURATION/NUMBER OF VEHICLES Term of Agreement_ 0 36 Me. ❑48 Mo. ❑60 Mo. ®24 Mo. Total Number of VehiCIM _449 Tax 8faem C]No 0 Yes Attach Certificate SOFTWARE LICENSES EQUIPMENT LIST TYPE Q7Y ® Core Track&Trace Lj Ridership LMU: 3640 283 Comparative Analysis Navlgation 2830 166 ® Time and Attendance Here Comes the Sus Peripheral: I button reader 283 btl Pnoinr Di$ nostics EL❑ Fuel Card DVIR Other: Installation:N/A 0 Synovia tomer Carrier, ® Synovia LA&T SPECIAL INSTRUCTIONS: This Amendment,effective June 6,2020,renews Synovia Government Agreement No.21197 and 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 Sourcewell contract#022217-SSL terms and pricing apply. RATE AND METHOD OF PAYMENT Base Payment E- 10.00 X Number of Vehicles_166_= $21988.00—W a Monthly Base Payment$ 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 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 ORS 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 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 Pntu} MONROE COUNTY Authorized Signature Fate Authorized Representative of Synovia Solutions.LLC [late Authorized Signer's Printed Name Titte Printed Name Title 863 SATE pB`M"`YYn >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 certMente 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 ear tifleats does not confer rights to the awtiRcate holder In lieu of Such endorsement e. PRDOUCM Woodruff-Swvyer&Co, PHONE PAx 50 Califomia Street,Floor 12 415 391-2141 415-989.9923 San Fra noisoo CA 94111 APFOMMIO GO'VERAG RAIL t 0181,11010t ■:Chubb lndemft Insurarlre CoMpEy 12777 Ws CALACOR.Ot Jwswwe:Great Ng them Company 20303 Synovia Solutions LLC :Federal Insurance Company 20201 a subsidiary of CalAmp Corp 15635 Alton Parkway,Suite 250 Baum 0: Irvine CA 92618 Bwume. rIa1I r COVERAGES CERTWICATE NUMBER:1353440955 REV13ION NU M13ER: 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 TOMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAIO CLAIMS. M R rM CWplsUR"Ct AVOL POLICY NUMBER �P Lop" LtRa X COMMEtCIALGO&RALL1Aa1LM Y 36061664 121112019 12JIr2= 9;CHOCCURREMCE s1.ODD,DDO CLAIM MADE ED OCCURRMIfflim"w" 300 ON Mao E%P Ift ON S la.wo PERSONAL i ADV INJURY S 1.000.0DO GENT AGGREGATE LIMIT APPLIES PER. GEJ/ERAL AGGREGATE S 2,000,006 PA1VnrOWIItLEL"KSrY POLICY JJEECT1:1 LOC PRODUCTS-00MPMPAGO 62000,00D R OTH 3 C 73612368 101r2919 I zitr2020 f 1,D0O,00o x ANY AUTO BODILY INJURY(Psr pwwn) S awNED SCHEDULED BODILY INJURY lPar aoeidMll) S AUTO$ONLY AUTOS HIRED NON-OWNED F R1Y DAMAGE _ AUTOS ONLY AUTOS ONLY s C x UMBRELLA LIAR x OCCUR 75191327 12r112D19 1711/2020 EACH OCCURRENCE SFi,909.990 ECEWWAS CLAUASMADE AGGREGATE S5,00OOD0 DED I x I RETENTION 5 4 m nnn I Is A COMPER7ATION 71771545 12JI12019 1211r2D20 X R ARo EMPLMORT LIABMTY AHYPApPW£TOiUPARTNERIE)tECUTIVE Y❑ NIA El.EACH ACCIDENT S 1,000.000 OFFIC ERMnE4 BER EXCLUDEP7 lw Y M NHl E.L.DISEASE•EA EMPLOYE S 1.00 .000 Ir yea dpPflbe unsr DESCRIPTION OF OPERATIO Inw El.DISEASE-POLICY LIMIT s 1.00D.00D *EECgIPT10N OF OPERATIONS I LOCATIONS I%V*C=tACORD IN,""WIsN M IFU fthWW I,A"W gft*W Umws spew Is nquwwl Certificate holder is Included as an Additional Insured with respect to General Liability and Auto Liability If required by written contract. AP w WZ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WB.L BE DELIVERW IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners 1111 12th St Suite 408 AUTHDRMID REMRSENTATM 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 864 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 provislam or be endorsed. If SUBROGATION IS WAIVED,subject to the trials and condHlons of the policy,certain policies may require an endorsement. A statement On this certificate does not confer rl hte to the certificate holder In lieu of such andorsemen a. t•RODIxot Jessica Olson Woodruff-Sawyer&Co, E 4Y5-38948 FAX 50 California Street,Floor 12 San Francisco CA 94111 ADNE58i lolsonftoodruillsawyer.corn INSUREMI AFFORDM COVERAGE NAIL aIMur&RA:Columbia Ca5uaft Company 31127 INSURED CALAGOR-01 MURERS, Synovia SoltAlons LLC U a subsidiary of CalAmp Corp. 15635 Allon Parkway,Suite 250 ruuR:Ra Irvine CA 92618 INSUUR I Neu 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 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. MLTR ER TYPE OF MURANCE POLICY NUMEER t2wrrmLOM C040EROALGENERALIIAe1LrTY EACH OCCLIR MWA S CL/UMS-M QE 0 OCCUR PRENIMS ffn amemmals HIED E?T om rr899 1 PERSONAL A ADV INJURY 1 GENT AGGREGATE LMIITAPPUES PER. GEHERAI.AGGREGATE s HPOLICY❑J F I" PRODUCTS•COMPIOP AGO S OTHEFL S AUTOMOSILELLAKILITY COMBINEDSIRMOs ANY AUTO BODILY INJURY(Por porn) S OWNED SCHEDULED EOpILY INJURY(Per aeiidrnsl S ALFTOS ONLY AUTOS HIRED NON-OWNED PROPERTY pAIAAGE s AUTOS ONLY AUTOS ONLY S UMBRELLA LIAR HOCCUR EACH OCCURRENCE s EXCEUUAe CLAIMS•M OE AGCAREGATE s DM I I RETENTION 5 WORKER:COMM"SATIOM STA!rUnTI'I' MD EMM'LOYERC UTAMITY VIM ANYPR.OPMETORIPARTNEIVEIECU11VE H I A E.L EACH ACCIDENT s OFFICERIMEMIM EXCLUDED? (MrdldMtwy h MH) 111 DISEASE•EA EMPLOYEE S tt�r1�demo>a ur dAr DESCRIPTION OF OPERATIONS bobw E.L otSEASE-POLICY LINT S A Enos i 0m111&&CybV UAbk 58B036GD4 12JI12019 1211r2D20 P&CIIAW ADF89M 110,0m.000 DESCRIPTION OF oPERATKM 1 LOCATIONS I VEH"U[ACONO 1aI,AddWonal Rwnarka Sehrduk,W Ay 4e AllmhAd V emPe apace It rAgA dI wow CERTIFICATE HOLDER CANCELLATION 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 AUTHORflEDREPRESENTATIVE Key West FL 33040 01988•2015 ACORD CORPORATION. All rights reserved. ACORD 25(201SM3) The ACORD name and logo are registered marks of ACORD 865 GJ�1 C°UR"c o: Kevin Madok, CPA .. .... Clerk of the Circuit Court& Comptroller— Monroe Count Florida •ROE COUNT. Y1 DATE: June 3, 2020 TO: Roy Sanchez, Director Fleet Management Tapia Stoughton Executive Adtuiiiistrator, Fleet FROM: Pamela G. Hancock, D.C. SUBJECT: Mav 20' BOCC Meeting Attached is an electronic copy of the following item for your handling: C5 1st Amendment to the Agreement with Svnoxria Solutions, LLC,which was approved as agenda item C-11 on December 11, 2019,but iiiadvertently omitted Attachment B of the Amendment,with this Amendment hax iiig all exhibits and attachments. Should you have airy questions please feel free to contact me at (305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida limn 305-294-4641 305-289-6027 305-852-7145 305-852-7145 866 Amendment to Agreement for GPS BASED TRANSPORTATION MANAGEMENT SOFTWARE SERVICES This Amendment to the Agreement dated June 6, 2019 is made and entered into this 11�' day.of December, 2019 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and . assigns, hereinafter referred to as ".COUNTY," through the Monroe County Board of County Commissioners ("BOCC"); AND Synovia Solutions, LLC„ a Foreign Limited Liability Company of.the State of Florida, whose address is 9330 Priority Way West Drive, Indianapolis, IN 46240 its successors and assigns, hereinafter referred to as"Synovia"or"CONTRACTOR", WITNESSETH: WHEREAS, COUNTY and CONTRACTOR entered into an agreement on June 6, 2019 to acquire GPS based transportation management software services for the COUNTY'S Fleet Department, and _ WHEREAS CONTRACTOR has provided GPS based transportation management software services, including but not limited to Project Management, Hardware Activation & Configuration,Hardware Shipping&Installation&Testing;Hardware Warranty, Server Setup with Software,SaaS Software,System Hosting in Synovia Cloud,System Security&Off-Site Backups, Unlimited Users (Staff), Unlimited User Access (2417/365), Unlimited Customer Support (24/7/365), Unlimited Software Updates & Enhancements, Unlimited Verizon Cell Service, Unlimited User Training(On-Line,Instructor led), live Spare Hardware with Every Order,Remote Access, Fleet Analyst Assistance -Single Point of Contact, which services shall collectively be referred to as the"Project"; WHEREAS,the COUNTY desires to add additional Fleet Vehicles and equipment to GPS based transportation management software, WHEREAS, the GPS based transportation management software services under. the Agreement_dated June 6, 2019 and this Amendment both.utilize cooperative purchasing and pricing under a competitively bid solicitation by Sourcewell, a unit of government created under Minnesota Law, for Fleet Management and Related Technology Solutions (contract #022217- SSL; effective 6/1f17 to 6/1/21); NOW,THEREFORE, In consideration of the mutual promises,covenants and agreements _ stated herein., and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: 1: Attachment A to the Agreement as referenced in Article It;Scope of Services shall be amended and replaced with the revised Attachment A attached hereto which adds approximately 187 licensed Public Works Department vehicles and 103 off road Public Works Department equipment. 867 2. Article 7-Compensation and Term;7.1.1 Compensation Based on Specified Rates shall be amended to add Attachment Bi which adds pricing for the additional vehicles and 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 Thousand Eighty Dollars and Zero Cents($85,080)annually will apply to this Agreement. 3. In all other respects,the terms and conditions as set forth in the Agreement dated June _• '^,2019, remain in full force and effect. IN WITNES$:It HEREOF,each party has caused this Agreement to be executed by its duly authorized rop7ntatnre on the day and year first above written. L 1 (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: Kevin Madok, Clerk OF MONROE COUNTY, FLORIDA 3 By. By: �s Deputy Clerk n 5 ao z n y MayorlChai n t i CONT CTOR � n B , tR Z:D Title: SR LJ The foregoing instrument was acknowledged before me this_Z-_day of Lim ; by Who is( }personally known to me or( ) produced a driver's license as identification. � �ALa� C,n- CU ;// - 111C�r c+n� -NOTARY PUBLIC, STATE OF Print,type of stamp commissloned name of MON110ECOUNiYATTOFiNEY`SOFFICE~ notarY��H1t11•iiiEyr,�'f AP q AS TO M PATRfCi WLES � .........sr ASSISTANT COUNTY A NEY DATE ---�Y - r 2 - SERL •9,� �a4 ST 868 ATTACHMENT A(Revised 121119) ARTICLE It. . SCOPE OF AGREEMENT AND BASIC SERVICES • OWNERSHIP t3F EQUIPMENT: The CONTRACTOR Is the sole owner and titleholder to the equipment.The equipment consists of the units,all peripherals,and/or connections and supplies used for Installation.This Agreement constitutes a lease or bailment and is not a sale or the creation of a security interest.The COUNTY shall not have,or at any time acquire any right, title or Interest In the Equipment except the right to possession and use as provided in this Agreement. RENTAL FEE AND PAYMENT; The COUNTY will be Invoiced monthly for assets online and in- service only,This Agreement covers approximately 187 licensed Public Works Department vehicles and 103 off road Publi.c.Works Department equipment.The COUNTY agrees to pay:the CONTRACTOR the rental payment when due.in accordance with.the Local Government Prompt Payment Act,F.S, M,70.1f.any payment is more than thirty(30)days late,the COUNTY agrees to interest rate in accordance with the Local Government Prompt Payment Act,The COUNTY also agrees to pay Twenty-Five Dollars(25$)for each check that the bank returns.for insufficient funds or any other reason.The CONTRACTOR shall have the right to increase the rent upon renewal or extension of this Agreement, but the COUNTY may terminate the Agreement when e, rates are increased by the CONTRACTOR.The COUNTRACTOR shall notify the COUNTY of the rental increase forty-five(45)days before the expiration of the initial term.There Is no additional cast to the COUNTY for Internet service,cloud hosting,or labor for installation of hardware, • BASIC SERVICES: The CONTRACTOR will provide hardware and software,Live vehicle and asset tracking,historical vehicle and asset tracking,employee log in tracking via FOB, unlimited alerts, reporting of all key equipment metrics,unlimited users, unlimited training,unlimited support; engine diagnostics, project manager for solution Implementation,fleet advisor single point of contact,The CONTRACTOR assures software shall identify vehicle/asset number, location,travel time,mileage,asset operator,and asset operator time punch in.; 5YIN5URANCE., CONTRACTOR warrants to provide the COUNTY at no additional cost the following:Automatic quarterly updates with new features,map data,patches.and hat fixes,6 months of "bread crumb"data plus 2 years of reporting,proactive trouble shooting on a weekly basis,hardware script updates twice per year,Uptime at 99%or CONTRACTOR will provide a credit for one days charge for the entire fleet,100%lifetime hardware warranty - with 2%rep lacement spares on site and with additl anal spare replacements on site within 48 - hours,first occurrence fix or CONTRACTOR will provide a credit for one days charge for the. entire fleet.. .' 869 + LIA011.1TY AND INSURANCE: Subject to F.S.768,28.The COUNTY is responsible for any losses or injurles caused solely by its negligence to the equipment,Subject to F.S. 76818.the COUNTY assumes all risk and liability for the loss or damage to the equipment or the injury to any person or property of another,and for all risks and liabilities arising from the use,operation,condition, possession,or storage of the equipment,The COUNTY agrees to keep the equipment fully insured against loss and maintain insurance that protects the CONTRACTOR from liability for any darnage or Injury caused by the equipment or its use.The County Is self-Insured and will maintain coverage under its self-insured plan,ThlsAgreement specifically excludes damages or loss due to theft,vandalism,any use outside normal wear and tear,acts of god,or other circumstances outside the control of the CONTRACTOR. This Agreement also excludes loss due to changes to cell phone providers,coverage area changes or other changes to cell phone or Internet availability. The COUNTY understands and accepts that the hardware devices are carrier specific and any change to the carrier might result in non-performance of the hardware devices.The COUNTY agrees the CONTRACTOR Is not responsible for any loss.or damage due to changes to the cell carrier.provider, USE.itliAlNTENANMCE,ANCi CARE OE EQUIPMENT: The COUNTY shall be entitled to the absolute right to the use,operation,possession,and control of the Equipment during the term of this Agreement,provided the COUNTY.is not in default of any provision of this Agreement, The COUNTY shall assume all obligation and liability with respect to the possession of the Equipment;and for its use and operation during the rental term.The COUNTY agrees to reimburse the CONTRACTOR in full for all damages to the Equipment arising from any misuse or negligent act by the COUNTY,its employees,or its agents, Except for the instance of misuse or negligence,the CONTRACTOR assumes full responsibility for the performance of the hardware and software and any defective or non-functioning hardware(except wiring)will be replaced at no cost to the COUNTY,provider!the COUNTY is not in payment default. LOCATIgNOFLQgIPMENT; The COUNTY will allow the CONTRACTOR or its agents to inspect.: :. the Equipment at any reasonable time where it is located.if the Equipment is not being properly maintained in the sole opinion of the CONTRACTOR,the CONTRACTOR shall have the right,but not the obligation to have it repaired or maintained at a service facility at the expense of the COUNTY. - • RIGHTS TO DATA: The CONTRACTOR retains the rights to anonymous summary data analysis and to share analysis with V parties,The CONTRACTOR will not identify the data source as being from the COUNTY nor portray the data in such.manner as to identify the COUNTY,The COUNTY agrees that the.00NTRACTOR shall own all compilations or analysis of the data created by or for the CONTRACTOR.From time to times the CONTRACTOR-may-receive-data ar information requests or subpoenas from third parties,either as a result of an investigation or pending litigation.The COUNTY hereby consents to.the CONTRACTORS.disclosure of such data . . . .. 870 or Information requested pursuant to a valid and enforceable document request or subpoena. The COUNTY agrees that it shall not be entitled to notice of such discloswe except as required by applicable state or federal law. • LOCATION OF EQUIPMENT: Initial hardware to be installed by the CONTRACTOR at various locations designated by the COUNTY.The County installs, removes and re-installs hardware from current assets to new assets after start-up installations have been completed.THE . CONTRACTOR will remove all hardware from COUNTY assets with COUNTY assistance at the time agreement is not extended or Is Voided by the CONTRACTOR or the COUNTY. • INSTALLATION SURCHARGE,The total monthly rental price on this 5ynsurance Agreement includes one visit (at a mutually agree upon date) by the Contractor or its authorized.Contractor to install the contracted hardware and peripherals.: If Contractor or its assigned Contractor Is requested by Customer to return after the initial visit to install hardware on vehicles or assets,Customer agrees. . to pay$750 per Installer per day for Installation services. Installation of the contracted hardware and peripherals for the vehicles would be.conducted on three sites,Key West Garage;:Marathon Garage and Plantation Key Garage. Installation of the contracted hardware and peripherals for the equipment will be.conducted at various locations. • IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: .To help the government fight the funding of terrorism and money laundering activities,Federal law requires all financial institutions to obtain,verify and record Information that identifies each person who opens an account. What this means for you: When you open an account,we will ask for(I) if you are a legal entity,your name;address,and other information that will allow.us to identify you,(ii) if you are an individual,your name,address,and date of birth. We may also ask.to see your driver's license or other identifying documents:: • COMPARATIVE ANALYSIS. If Customer is utilizing Comparative Analysis, Contractor requires that the Customer meets Contractor's requirements for a currently supported Operating.system and a ; spatially accurate map. Contractor will have final approval in those requirements and specifications. - 871 Attachment B 9330 Priority Way West Dr. t 1(i """�J' GOVERNMENT Indianapolis, IN 46240 Phone: 317-208-1700 AGREEMENT asy Toll Free: 877-796-6842 Fax: 317-208-2202 No: 21197 'Customer Legal Name Customer Billing Address(if different) Monroe County Florida Address Address 3583 South Roosevelt Blvd. .......... City County City County Key West Monroe State Zip Code State Zip Code FL 33040 Location Contact: Phone Fax Salesperson Daryl Greenlee (305)292 3452 Peter Nemeth Tax ID# 59-6000749 D K-12 0 Other MunicipaIPO Number(if applicable): CONTRACT DURATION/NUMBER OF VEHICLES Term of Agreement: 0 12 Mo. 0 24 Mo. 0 36 Mo, 0 Mo. Total Number of Vehicles: Tax Exempt: 0 No 0 Yes(Attach Certificate) SILVERLINING EQUIPMENT LIST 21 Core Track&Trace El Ridership TYPE QTY 7 Fuel LMU: 10001S Comparative Analysis 2830 63 El Time and Attendance El ELD 100039 3640 96 0 Engine Diagnostics El DVIR Peripheral: 100028 1 Button Fob reader and buzzer 96 11 Turn by Turn Navigation El Inspection ❑ Here Comes The Bus Other: Carrier: 0 Synovia El Verizon 1:1 Sprint E AT&T Installation: Z Synovia 1:1 Customer SPECIAL INSTRUCTIONS:Per Terms and Conditions of NJPA(Sourcewell)Contract#022217-SSL with Initial 12-month term and 4 Two-year extensions. FOBS not included,sold separately. RATE AND METHOD OF PAYMENT Base Payment$ 18.00_ X Number of Vehicles 63 $1,134.00_ RX Monthly Base Payment$27.00 X Number of Vehicles 96 $2,592.00- E Quarterly Base Payment$1.00_X Number of Vehicles 96 $ 96.00 0 Annually Total Rental Payment $3,8 2 2.00_ El Check Applicable Sales Tax $ 0.00 El ACH Total Rental Payment with Tax $3,822.00 El Credit Card PLEASE READ BEFORE SIGNING: THE CUSTOMER AGREES TO RENT FROM VENDOR THE EQUIPMENT LISTED ABOVE. THE CUSTOMER AGREES TO ALL TERMS AND CONDITIONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON, EXCEPT AS PROVIDED HEREIN. AUTHORIZMION ompany Full Name(Please Print) G OAY Authorized/swatute Date Auth ' d Representative of Synovia Solutions,LLC (;(fA A Adzed Signer7 Printed ame Tit le- 872 Synovia Solutions,LLC vl 9.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator Page I RENTAL AGREEMENT TERMS AND CONDITIONS 1. OWNERSHIP OF EQUIPMENT. Synovia Solutions, LLC (hereinafter referred to as "Vendor") is the sole owner and titleholder to the Equipment. The Equipment consists of the unit(s),all peripherals,and/or connections and supplies used for installation.This Agreement constitutes a lease or bailment and is not a sale or the creation of a security interest.Customer shall not have,or at any time acquire,any right,title or interest in the Equipment,except the right to possession and use as provided in this Agreement. 2. RENT.The Customer agrees to pay Vendor the rental payment when due in accordance with the Local Government Prompt Payment Act,F.S.218.70.If any payment is more than thirty(30)days late,the Customer agrees to interest rate in accordance with the Local Government Prompt Payment Act.Customer also agrees to pay Twenty-Five Dollars($25)for each check or ACH that the bank returns for insufficient funds or any other reason.Vendor shall have the right to increase the rent upon renewal or extension of this Agreement,but Customer may terminate the Agreement when rates are increased by the Vendor. Vendor shall notify Customer of the rental increase forty-five(45)days before the expiration of the Initial Term. 3.SYNSURANCE. Vendor warrants to provide to Customer at no cost the following: Automatic quarterly updates with new features,map data,patches and hot fixes;6 months of"bread crumb"data plus 2 years of reporting;Proactive trouble shooting on a weekly basis;hardware script updates twice per year;Uptime at 99%or Vendor will provide a credit for one days charge for the entire fleet;Lifetime hardware warranty with replacements;2%spares on site with spare replacement within 48 hours;First occurrence fix or Vendor will provide a credit for once days charge for the entire fleet. 6.LIABILITY AND INSURANCE.Subject to F.S.768.28,The Customer is responsible for any losses or injuries caused solely by its negligence to the Equipment. Subject to F.S.768.28,Customer assumes all risk and liability for the loss or damage to the Equipment or the injury to any person or property of another,and for all risks and liabilities arising from the use,operation,condition,possession or storage of the Equipment.The Customer promises to keep the Equipment fully insured against loss and maintain insurance that protects Vendor from liability for any damage or injury caused by the Equipment or its use. The Customer will submit the required insurance to their liability carrier and have them provide the company with a COI.This Synsurance Agreement specifically excludes damages or loss due to theft,vandalism,any use outside normal wear and tear,Acts of God,or other circumstances outside the control of Synovia. This agreement also excludes loss due to changes to cell phone providers,coverage area changes or other changes to cell phone or internet availability. Customer understands and accepts that the hardware devices are carrier specific and any changes to the carrier might results in non- performance of the hardware devices. Customer agrees that Synovia is not responsible for any loss or damage due to changes to the cell carrier provider. 7.USE,MAINTENANCE,AND CARE OF EQUIPMENT.The Customer shall be entitled to the absolute right to the use,operation,possession,and control of the Equipment during the term of this Agreement, provided Customer is not in default of any provision of this Agreement.The Customer shall assume all obligation and liability with respect to the possession of the Equipment,and for its use and operation during the rental term.Customer agrees to reimburse Vendor in full for all damage to the Equipment arising from any misuse or negligent act by Customer,its employees,or its agents.Except for the instance of misuse or negligence, Vendor assumes full responsibility for the performance of the hardware and software and any defective or non-functioning hardware (except wiring)will be replaced at no cost to the customer, provided the Customer is not in payment default. Customer acknowledges full cooperation in the RMA process outlined on the Support page of the Synovia Solutions website. Install Labor is not included. 8. LOCATION OF EQUIPMENT.The Customer will allow Vendor or its agents to inspect the Equipment at any reasonable time where it is located. If the Equipment is not being properly maintained in the sole opinion of Vendor,Vendor shall have the right,but not the obligation,to have it repaired or maintained at a service facility at the expense of Customer. 13. RIGHTS TO DATA. Vendor retains the rights to anonymous summary data analysis and to share analysis with 3rd parties.Vendor will not identify the data source as being from the Customer nor portray the data in such a manner as to identify the Customer.Customer agrees that Vendor shall own all compilations or analysis of the data created by or for Vendor. From time to time,Vendor may receive data or information requests or subpoenas from third parties,either as a result of an investigation or pending litigation. Customer hereby consents to Vendor's disclosure of such data or information requested pursuant to a valid and enforceable document request or subpoena. Customer agrees that it shall not be entitled to notice of such disclosure except as required by applicable state or federal law. 18. INSTALLATION SURCHARGE.The total monthly rental price on this Synsurance Agreement includes one visit(at a mutually agree upon date) by the Vendor or its authorized Contractor to install the contracted hardware and peripherals. If Vendor or its assigned Contractor is requested by Customer to return after the initial visit to install hardware on vehicles or assets,Customer agrees to pay$750 per Installer per day for Installation services.Installation of the contracted hardware and peripherals for the vehicles would be conducted on three sites,Key West Garage,Marathon Garage and Plantation Key Garage.Installation of the contracted hardware and peripherals for the Generators will be conducted at various locations. 19.IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING ANEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities,Federal law requires all financial institutions to obtain,verify and record information that identifies each person who opens an account. What this means for you: When you open an account,we will ask for(i)if you are a legal entity,your name,address,and other information that will allow us to identify you; (ii) if you are an individual, your name, address, and date of birth. We may also ask to see your driver's license or other identifying documents. 20. COMPARATIVE ANALYSIS. If Customer is utilizing Comparative Analysis,Vendor requires that the Customer meets Vendor's requirements for a currently supported Operating System and a spatially accurate map. Vendor will have final approval in those requirements and specifications. Customer Initials 873 Synovia Solutions,LLC 09.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator Page 2 Attachment B1 9330 Priority Way West Dr. !if ",` Indianapolis, IN 46240 SY'PPhone; 317-2Cb8�1700 qA T Toll Free: 877-796-6842 Fax: 317-208-2202 No: 23 628 } I,. Customer Legal Name Customer Billing Address(if different Monroe County Florida same Address Address 3583 South Roosevelt Blvd. City County City County - Key West Monroe State Zip Cade State Tip Code FL 33040 Location Contact: Phone Fax Salesperson Daryl Greenlee (305)292 3452 1 Peter Nemeth Tax ID# 59-6000749 0 K-12 121 Other Mu icipalPO Number{if applicable}: CONTRACT DURATION/NUMBER OF VEHICLE Term of Agreement: 0 12 Mo. 0 24 Mo. 2136 Mo. ❑�Mo. Total Number of Vehicles: 2943 Tax Exempt: Cl No 0 Yes(Attach Certificate) SILVERLII'NING SOFTWARE EQUIPMENT LIST 1 Core Track&Trace Ridership - TYPE QTY Comparative Analysis 0 Fuel Card LMU: 100015 2830 103 0 Time and Attendance 0 ELD 100039 3640 187 0 Engine Diagnostics D DVIR Peripheral 100029 1 Button Fob reader and buzzer 187 0 Turn by Turn Navigation 0 Inspection Here Comes The Bus Other: Carrier: 0 Synovia 0 Verizon - ❑ Sprint d AT&T Installation: 9 Synovia EJ Customer SPECIAL INSTRUCTIONS:Per Terms and Ccsnditlons of NJPA(Soureewell)Contract 022217-SSL with initial 12-month terns and 4 Two-year extensions. FOBS not Included,sold separately. RATE AND METHOD OF PAYMENT Base Payment 18.00 g Number of Vehicles 103 v $1,854,00 0 Monthly Base Payment$27.00 X Number of Vehicles 187 = $5,049= 0 Quarterly Base Payment$1,00 X Number of Vehicles 187 $ 187.00 _ ❑ Annually Total Rental Payment $7,090.00 0 Check Applicable Sales Tax $ 0.00 CI ACH Total Rental Payment with Tax $7,090.00 0 Credit Card PLEASE REACT BEFORE SIGNING., THE CUSTOMER AGREES TO RENT FROM VENDOR THE EQUIPMENT LISTER ABOVE, THE CUSTOMER AGREES TO ALL TERMS AND CONDMONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON,EXCEPT AS PROVIDED HEREIN. AUTHORIZATION Company Fu I Flame(Please Print) ,authorized Signature Crate Author ed ttepresentativ orsynouia 5+tlons,Li-C y Authorized Signer's Printed game Title f �,ynotrra Solutfnr�s;11.f t�P-t1 f>tilat P3ens�li�Eui'n CJrry,��ratStyn�rt t)r�o,rnrnntsdu 5jrrsnsdrxSc�l�srlrirr�irtfsti°n€un Pu,�e d 874 i SyrtavlaSalutlans,LLCv19.0Muni please Return DrlgIvals(grtad Documents IaSynavtaSalesAdminlstratar Ad#42 875 RENTAL AGREEMENT TERMS AND CONDITIONS I.OWNERSHIP OF EQUIPMENT, Synovia Solutions, LLC(hereinafter referred to as"Vendor").is the sole owner and titleholder to the Equipment, The Equipment Consists of the unit($),all peripherals,and/or.connections and supplies used for installation.This Agreement constitutes a lease or baliment and Is not a sale or the creation of a security interest.Customer shall not have,or at any time acquire,any right,title or Interest In the Equipment,except the right to possession and use as provided in this Agreement. 2, RENT.The Customer agrees to pay Vendor the rental payment when due.in.accordance with the Local Government Prompt.Payment Act,F,S,218,70.If any payment is more than thirty(30)days late,the Customer agrees to interest rate In accordance with the Local Government Prompt Payment Art,Customer also agrees to pay Twenty-Five Dollars($25)for each check or ACH that the bank returns forknufficient funds or any other reason,Vendor shall have the right to increase the rent upon renewal or extension of this Agreement,but Customer may.term3nate the Agreement when rate are Increased by the Vendor. Vendor shall notify Customer of the rental increase forty-five j45)days before the expiratlon of the Initial Term. 3,SYNSURANCE, Vendor warrants to provide to Customer at no cost the.following:.Automatic quarterly updates with new features,map data,patches and but fixes,6 months of"bread crumb"data plus 2 years of reporting;Proactive trouble shooting on it weekly basis;.hardware script updates twice per year;Uptime at 99%or Vendor will provide a credit for one days charge for the entire fleet;Lifetime hardware warranty with reptacements,2%spares on site with spare replacement within 48 hours;first occurrence fix or Vendor will provide a credit for once days charge for the entire fleet. 6.LIABILITY AND INSURANCE.Subject to F.S.768.20,The Customer Is responsible for any losses or injuries caused solely by its negligence to the Equipment, Subject to F.S.768,28,Customer assumes all risk and liability for the lass or damage to the Equipment or the injury to any person or property of another,and for all risks and liabilitles arising from the use,operation,condition,possession or storage of the Equipment The Customer promises to keep the Equipment fully insured against loss and maintain insurance that protects Vendor from liability for any damage or Injury caused by the Equipment or its use. The County is self-insured and will maintain coverage under Its se Mosured Plan,This Synsurance Agreement specifically excludes damages or loss due to theft,vandalism,any use outside normal wear and tear,Acts of God,or other circumstances outside the control of Synovia.This agreement also excludes loss due to changes to cep phone providers,coverage area changes or other changes to cell phone or Internet availability. Customer understands and accepts that the hardware devices are carrier specific and any changes to the carrier might results In non-performance of the hardware devices. Customer agrees that Synovia is not responsible for any loss or damage due to changes to the cell carrier provider. 7,USE,MAINTENANCE,.AND CARE OF EQUIPMENT.The Customer shall be entitled to the absolute right to the use,operation,possession,and control of the Equipment during the term of this Agreement, provided Customer is not in default of any provision of this Agreement.The Customer shall assume ail obligation and liability with respect ter the possession of the Equipment,and for its use and operation during the rental term.Customer agrees to reimburse Vendor in full for all damage to the Equipment arising from any misuse or negligent act by Customer,its employees,or fts agents.Except for the Instance.of misuse or negligence,Vendor assumes full respansibitlty.for the performance of the hardware and software and any.defective or non-functioning hardware(except wiring)will be replaced at no cost to the customer,provided the Customer Is not In payment default. Customer acknowledges full cooperation in the RMA process outlined on the support page of the Synovia Solutions website. Install Labor is not lncluded< a.LOCATION OF EQUIPMENT.The Customer will allow Vendor or its agents to inspect the Equipment at any reasonable time where it Is located.If the is quipment is not being properlym alntai n ed In the sole opI nion of Vendor,Vendor shall have the right,but not the obligation,to hoveit repaired or maintain d at a service facility.at the expense of Customer. 13..BIGHTS TO DATA. Vendor retains the rights to anonymous summary data analysis and to share analysis with 3rd parties.Vendor will not identify the. data source as toeing from the Customer nor portray the data in such a manner as to identify the Customer.Customer agrees that Vendor shall own al[ compilations or analysis of the data created by or for Vendor.:From time to time,Vendor may recelve data or information requests or subpoenas from third parties,either as a result of an investigation or pending litigation, Customer hereby consents to Vendor's disclosure of such data or information requested pursuant to a valid and enforceable document request or subpoena. Cu.Aomer agrees that.it shall not be entitled to notice of such disclosure except as required by applicable state or federal law, 12,INSTALLATION SURCHARGE.The.total monthly rental price on this 5ynsurance Agreement includes one visit(at a mutually agree upon date)by the Vendor or Its authorized Contractor to install the contracted hardware and peripherals, If Vendor or Its assigned Contractor Is requested by Customer to return after the Initial visit to Install hardware on vehicles or assets,Customer agrees to pay$750 per Installer per day for Installation services.Installation of the contracted hardware and peripherals:for the vehicles would be conducted on three sites,Key West Garage,Marathon Garage and Plantation key Garage.Installation of the contracted hardware and peripherals for the Generators will be conducted at varlotts.locations. 19.IMPORTANT INFORMATION ABOUT PROCEVUR£S FOR OPENING ANEW ACCOUNT, To help the government fight thefundlng of terrorism and money laundering activities.,Federal law.requires all financial institutions to obtain,verify and record information that Identifies each person who opens an account. What this means for you: When you open an account,we Will ask for(i)if you are a:legal entity,your name,address,and other information that will allow us to Identify yolk,(ii)if you are an individual,your name,address,and date of birth, We may also ask to see your driver's license or other identifying documents.. 20, COMPARAT3VE ANALYSIS, If Customer Is utilizing Comparative Analysis,Vendor requires that the Customer meets Vendor's requirements for a currently supported Operating System and a spatially accurate map. Vendor will have.final approval in those requirements and specifications. Customer s omer Initials�— �. synavldsolutlans,LLGvtl,oMani Please Return OrlyfnvlS(ped Do.cunimtsin Synovia&*rAdministrator pag ry 876 60 DATE( D ) ACCMV CERTIFICATE OF LIABILITY INSURANCE 111012020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS I TS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE S NOT AFFIRMATIVELY OR NE ATIVELY AMEND, EXTEND R ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES OTCONSTITUTE A CONTRACT BETWEEN THE ISSUING I S ( ), AUTHORIZED REPRESENTATIVE PRODUCER,AND THE CERTIFICATE L . IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ie )must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement a this certificate does not confer ri to the certificate holder In lieu of such endarsamentl6l. PRODUCER AC Woodruff-Sawyer&Co. P E 415-391-21�1 PAX o 415 99 23 5CaliforniaStreet, for 12 E-MAILEgl San Francisco CA 94111 ISU R S AFFORDING COVERAGE C INSURERA:Chubb Indemnity Insurance Compariv 1 777 INSURED CAL4COR•01 INSURER :Great Northern Insurance Company 20303 Synovi Solutions L a subsidiary of alAm D INSURER C:Federal InsuranceGam an 021 15635 Alton Parkway, Suite 250 INSURER D Irvine CA 92618 INSURER E: INSURER F COVERAGES IC TE NUMBER:1353 0955 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I SR E OF INSURANCE ADDL SUORMpa P UCY NU ER MPO DY EPF MPO Y EXP LIMITS LTR B X COMMERCIAL GE £ L LIABILITY Y 36061664 121=19 1211f2020 EACH OCCURRENCE S1,000.000 CLAIMS- DE L±J OCCUR r , $300,000 ED EX An Una 310,000 PERSONAL PERSONAL&ADV INJURY $1,000.000 GENT.AGGREGATE LIMITAPPLIESPER. GENERAL AGGREGATE S2,000,000 X POLICY 0 PRO'JECT LOG PRODUCTS-COMPtOPAGG $2,000.000 OTHER: S C AUTOMOBILE LIABILITY 73612368 1211/2019 12f112020 COMBINED SINGLE LIMIT 51,000.000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per a 'ent) 5 AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY D GE S AUTOS ONLY AUTOS ONLY n S C X UMBRELLA UAB OCCUR 78191327 12 I12019 121112020 EACH OCCURRENCE $5,000 000 EXCESS LLAB �,CLAIMS-MADE AGGREGATE $5,000.000 DED X RETENTIONS nnn S A WORKERS COMPENSATION 71771545 121112019 1211/2020 X PER dTH• DFMPLOYERS'UABILITY Y 1 N ARYPROPRICTORIPARTNEWEXECUTIVE NIA E.L.EACH ACCIDENT $1,000..000 OFFICE BEREXCLUDEo7 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000.000 If ee.describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000.000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACO O 101,Additional Remarks Schedule,maybe anachad if more space Is regtil ) Certificate holder is Induded as an Additional Insured with respect to General Liability and Auto Liability if required by written contract. MENAf - ' WAIVE`. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED I ACCORDANCE WITH THE POLICY PROVISIONS, Monroe County Board of County Commissioners 1111 12th St Suite 405 AUTHORIZED REPRESENTATIVE Key West FL 33040 1938-2015 ACORD CORPORATION. ll rights reserved. ACORD 2 (20161 ) The ACORD name and logo are registered marks of ACORD 877 DATE(MID ) ACC>RV CERTIFICATE OF LIABILITY INSURANCE lkkl� 311 12020 THIS CERTIFICATE IS ISSUED S A MATTER OF INFORMATION ONL AND CONFERS I HTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE ES NOT AFFIRMATIVELY OR NEGATIVELYAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED Y THE POLICIES BELOW. THIS CERTIFICATE INSURANCE NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING I S E (S), AUTHORIZED REPRESENTATIVE PRODUCER,AND THE CERTIFICATE HOL . IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the olicy(les)must have ADDITIONAL INSURED rovisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement o this certificate does not confer rights to the certificate holder In lieu of such endorsement sl., PRODUCER TA Jessica Olson Woodruff-Sawyer&C . PHONE 415- 644 C 50 California Street, Floor 1 E-MAIL San Francisco CA 94111lolson@woodruffsawver.com INSURERS AFFORDING COVERAGE NAIL d INSURERA:Columbia Casualty Company 117 INSURED CALACOR 41 INSURER a ynovia Solutions LLC a subsidiary of CaLArnp Corp- INSURERc: 15635 Alton Parkway, Suite 250 INSURER o: Irvine CA 92618 INSURER E INSU R F: COVERAGES CERTIFICATE NUMBER:1 31 5267 REVISION THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN TSR TYPE OF INSURANCE AbDL SU R iffla POLICY NUMBER POLICY EPF MP Y EAP LIMITS LR COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS DE F—DCUR -PREi n S MED EXP JAnyone e S PERSONAL&ADV INJURY S GENI AGGREGATE LIMITAPPLIESPER. GENERAL A REGATE S POLICY PRO- JECT LOC PRODUCTS-COMPIOPAGO S OTHER: S AUTOMOBILE LIABILITY COMBINE SINGL LIMIT S AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY r S UMSRSLLA UAII DCCUR EACH OCCURRENCE S LESS LI _LJCLAIMS• E AGGREGATE 5 DED RETENTION 5 WORKERS COMPENSATION PER TH. AND EMPLOYERS'LIABILITY YIN 1 6� ANYPROPRIET4 TNEIEXECUTIVE N1A E.L.EACH ACCIDENT [S OFFICE BEREXCLUDED7 ;Mandatory In NH} E.L DISEASE-EA EMPLOYEE It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S A Errors A OmfssionstCyberUabiliy 596636609 12JI12019 121112020 Per ClaWAggragate $10,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES IACORD 101,Additional Remarks Schedule,may be attached If more space Is requiradl CERTIFICATE L CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commissioners 3583 . Roosevelt Boulevard AUTHORIZED REPRESENTATIVE Key West FL 33040 198 -2 15 ACORD CORPORATION. ll rights reserved. ACORD 2 (2 1 1©3) The ACORD name and logo are registered mars of ACORD 878 o BOARD OF COUNTY COMMISSIONERS County:of Monroe Mayor Sylvia J.Murphy,District 5 The Florida Keys - Mayor Pro Tern Danny L. Kolhage,District 1 Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 Monroe County Board of County Commissioners Office of the County Administrator The Historic Gato Cigar Factory 1100 Simonton Street, Suite 205 Key West, FL 33040 (305)292-4441 —Phone (305)292-4544--Fax MEMORANDUM TO: Pam Hancock, Deputy Clerk FROM: Lindsey Ballard,Aide to County Administrator DATE: June 13;2019. SUBJECT: Small Contract Small contract for your records only. Enclosures: Synovia Solutions,LLC— 1 copy enlcosed 879 CONTRACT SUMMARY FORM Contract with........ Svjiovia Solutions, LIX,_ I 4 N/A ......... 1.11cctive Date: Upon Execution Expiration Date: Conti-act Purpose/Description: A GPS based trans.. the COUNTY'S Fleet Department. Utilizi�cooperative purcbasing.and pricing, under a competitively bid solicitation by Sourcewell. For Fleet Ma,!14gemeLit and Related Techiiolo Yy Solutions Sourcewell contract#022217-SSI, Z Original Agreement (must be less than$50,000 and nor more than I-year term) F7(.',oiltract A mendment/Extension (extension of more than 6 months must lie ap I)roved by 13( or El Renewal (Attach Renewal Form if all conditions t(.)r renewal as set forth in the Policy are met) Contract Manager: lµ)a�:yl Greenlee 3452 Fleet Mana' m #yeent/Stop 4 (Name) (Ext.) (Department/Stop #.) CONTRACT COSTS Total Dollar Value of Contract: $ Not to Current Year Portion: Not to (Must be less than$50,0(I0) exceed (If or tilt iyear agicernent then exceed quires BBC approval,unless the 49,000.00 'renewal meets all ofthe renewal 49,000.00 condition its set fiorth in policy) Budgeted? YesM, No F-I Account Codes: 504-23503-530341- Grant: $ N/A ................... County Match: $ N/A ADDITIONAL, COSTS Estimated Ongoing Costs: $N/A_yr For: N/A (Not included in dollar value above) (e.g. maintenance, utilities,janitorial, salaries,etc.) CONTRACT REVIEW The contract review and approval must be con pleted before submitting to the County Administrator Department Director Z"- Date zi ........................................-. I Risk Management Date_.. /)(I O.M.B./Purchasing Date ................. � T-) Date County Attorney inti _(fp ......................... 880 AGREEMENT FOR GPS BASED TRANSPORTATION MANAGEMENT SOFTWARE SERVICES This Agreement ("Agreement") made and entered into this 6,1i1 day of 20 /a/ by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ("BOCC"), AND Synovia Solutions, LLC„ a Foreign Limited Liability Company of the State of Florida, whose address is 9330 Priority Way West Drive, Indianapolis, IN 46240 its successors and assigns, hereinafter referred to as "Synovia" or"CONTRACTOR", WITNESSETH: WHEREAS, COUNTY desires to acquire GPS based transportation management software services for the COUNTY'S Fleet Department; and WHEREAS, CONTRACTOR has agreed to provide GPS based transportation management software services which shall include but not be limited to providing Project Management, Hardware Activation & Configuration, Hardware Shipping & Installation & Testing, Hardware Warranty, Server Setup with Software, SaaS Software, System Hosting in Synovia Cloud, System Security&Off-Site Backups, Unlimited Users(Staff), Unlimited User Access(24/7/365), Unlimited Customer Support (24/7/365), Unlimited Software Updates & Enhancements, Unlimited Verizon Cell Service, Unlimited User Training (On-Line, Instructor Led), Live Spare Hardware with Every Order, Remote Access, Fleet Analyst Assistance - Single Point of Contact, which services shall collectively be referred to as the "Project"; WHEREAS, this Agreement will be utilizing cooperative purchasing and pricing under a competitively bid solicitation by Sourcewell, a unit of government created under Minnesota Law, for Fleet Management and Related Technology Solutions(contract#022217-SSL; effective 6/1/17 to 6/1/21); NOW,THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the COUNTY: 881 1.1.1 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.1.2 The CONTRACTOR has become familiar with the site(s) and the local conditions under which the Project is to be completed. 1.1.3 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.4 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.1.6 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.7 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A. The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the COUNTY. 882 2.3 NOTICE REQUIREMENT All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the COUNTY by certified mail, return receipt requested, to the following: Mr. Roy Sanchez Fleet Director Monroe County Fleet Management 3583 S. Roosevelt Blvd. Key West, Florida 33040 And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 For the CONTRACTOR: Peter Nemeth Senior Account Manager, Marketing Synovia Solutions, LLC 9330 Priority Way West Drive Indianapolis, IN 46240 ARTICLE III ADDITIONAL SERVICES 3.1 Additional services are services not included in the Scope of Basic Services. Should the COUNTY require additional services they shall be paid for by the COUNTY at rates or fees negotiated at the time when services are.required, but only if approved by the COUNTY before commencement. 3.2 If Additional Services are required the COUNTY shall issue a letter requesting and describing the requested services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with the competitive rates under the Fleet Management and Related Technology Solutions Contract #022217-SSL, to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONTRACTOR proceed with the Additional Services. Any additional services must be funded and approved by the Board of County Commissioners. 883 ARTICLE IV COUNTY'S RESPONSIBILITIES 4.1 The COUNTY shall provide full information regarding requirements for the Project including physical location of work and fleet documentation. 4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 Prompt written notice shall be given by the COUNTY and its representative to the CONTRACTOR if they become aware of any fault or defect in the Project or non- conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 4.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services and work of the contractors. 4.5 The COUNTY's review of any information or documents prepared by the CONTRACTOR or its subcontractors shall be solely for the purpose of determining whether such information or documents are generally consistent with the COUNTY's criteria, as, and if, modified. No review of such information or documents shall relieve the CONTRACTOR of responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product. 4.6 The COUNTY shall provide copies of necessary information or documents required to complete the work. 4.7 Any information that may be of assistance to the CONTRACTOR that the COUNTY has immediate access to will be provided as requested. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless COUNTY/Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s) and other persons employed or utilized by the CONTRACTOR in the performance of the contract. 5.2 The first ten dollars ($10.00) of remuneration paid to the CONTRACTOR is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 884 Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONTRACTOR, the CONTRACTOR agrees and warrants that he shall hold the COUNTY harmless and shall indemnify him from all losses occurring thereby and shall further defend any claim or action on the COUNTY'S behalf. 5.3 In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify COUNTY from any and all increased expenses resulting from such delays. Should any claims be asserted against COUNTY by virtue of any deficiencies or ambiguity in the plans and specifications provide by the CONTRACTOR the CONTRACTOR agrees and warrants that CONTRACTOR hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further defend any claims or action on the COUNTY'S behalf. 5.4 The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 5.5 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions as indicated: NAME FUNCTION Jamie Murphy Project Manager Charlie Munro Installation Coordinator Charles Berg Field Installer Nick Mackey Field Installer James Prewitt Field Installer John Merrick Field Installer Alex Munoz Field Installer Charles Figueroa Field Installer Reggie Harrel Field Installer Devon Chin Field Installer Leron Gaskins Field Installer Dakota Bedwell Field Installer Levi Bedwell Field Installer John Finn Field Installer So long as the individuals named above remain actively employed or retained by the CONTRACTOR, they shall perform the functions indicated next to their names. If they are replaced the CONTRACTOR shall notify,the COUNTY of the change immediately. 885 ARTICLE VII COMPENSATION and TERM 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The COUNTY shall pay the CONTRACTOR monthly in current funds for the CONTRACTOR'S performance of this Agreement based on the hourly rates or test rates outlined in Attachment B. The Total Estimated Not to Exceed Amount of Forty-nine Thousands Dollars and Zero Cents $( 49,000.00 )will apply to this Agreement. 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. (A) If the CONTRACTOR'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY may require. 7.3 BUDGET 7.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 7.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.4 TERM OF AGREEMENT 7.4.1 The initial term of this Agreement is for a 12-month period, This Agreement may be extended upon mutual agreement of the parties. The Agreement may be renewed after the initial term, for (4) four 2-year extensions in accordance with the term of the Fleet Management and Related Technology Solutions (contract#022217-SSL; effective 6/1/17 to 6/1/21). Any renewal of this Agreement must be in writing and signed by both the COUNTY and CONTRACTOR. 886 ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty(60)days notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 8.3 CONTRACTOR shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of$100,000 per Accident, $500,000 Disease, policy limits, $100,000 Disease each employee. C. Comprehensive Business Automobile and Vehicle Liability Insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non- owned vehicles, with $200,000 per person, $300,000 per Occurrence, $200,000 Property Damage or$300,000 combined single limit. D. Commercial General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or subCONTRACTORs, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $300,000 per Person, $500,000 per Occurrence, $200,000 Property Damage or$500,000 Combined Single Limit. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional Liability Insurance or Engineer's Errors and Omissions insurance of $300,000 per occurrence and $500,000 annual aggregate. If the policy is a "claims 887 made" policy, CONTRACTOR shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. F. Cyber Liability Insurance to include the following coverages: Data Breach, Network Security Liability, Internet Media, Network Extortion, regulatory Proceedings, PCI Fine and Cost. The minimum limits acceptable is: $1,000,000 G. COUNTY shall be named as an additional insured with respect to CONTRACTOR'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. H. CONTRACTOR shall require its subCONTRACTORs to be adequately insured at least to the limits prescribed above, and to any increased limits of CONTRACTOR if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subCONTRACTORs. I. CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. J. If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement -and will not be used in the interpretation of any provision of this Agreement. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 888 9.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party sixty(60) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONTRACTOR should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with five (5) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONTRACTOR. If the COUNTY terminates this agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 9.5 CONTRACT DOCUMENTS This contract consists of the Request for Proposals, any addenda, the Form of Agreement (Articles I-IX), the CONTRACTOR'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and attachments A, and B, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONTRACTOR will control. 9.6 PUBLIC ENTITIES CRIMES 889 A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act(Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subCONTRACTOR has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a"public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or subCONTRACTOR is formally charged with an act defined as a"public entity crime" or has been placed on the convicted vendor list. 9.7 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the final payment or termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the final payment or termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 9.8 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree that venue shall lie in the 161 Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to 890 arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.3 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.10 ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.11 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 9.12 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 9.13 CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 9.14 ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by 891 this Agreement or by Florida law. This Agreement is not subject to arbitration. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. 9.15 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.16 NONDISCRIMINATION CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4)The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 9.17 COVENANT OF NO INTEREST CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 892 9.18 CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 9.19 NO SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.20 PUBLIC ACCESS. Public Records Compliance. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article of the Constitution of Florida. The County and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and CONTRACTOR in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . Failure of the CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONTRACTOR is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the CONTRACTOR does not transfer the records to the County. 893 (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records that would be required by the County to perform the service. If the CONTRACTOR transfers all public records to the County upon completion of the contract, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the contract, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the CONTRACTOR of the request, and the CONTRACTOR must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONTRACTOR does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the CONTRACTOR . A CONTRACTOR who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The CONTRACTOR shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119. FLORIDA STATUTES, TO THE CONTRACTOR 'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF- PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY- BRIANC&-MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12T" Street, SUITE 408, KEY WEST, FL 33040. 9.21 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9.22 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within 894 the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 9.23 LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 9.24 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the COUNTY agree that neither the CONTRACTOR nor the COUNTY or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.25 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as COUNTY may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.26 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.27 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same 895 instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: County Adminis for MONROE COUNTY ATTORNEY AS TO 0 Date: I CHRISTINE LMERT-BARROWS ASSISTANT COUNTY ATTORNEY DATE: Ol CONTRACTOR By: a . tL ar Title: S trI Thh,foregoing instrument was acknowledged before me this day of 2019,by Who is (personally known to me dr( )produced a driver's license as identification. GLORIA J.SHOWALTER NOTARY P IC, STATE OF FLORIDA NOTARY PUBLIC ` SEAL STATE OF INDIANA Print,type of stamp commissioned name of notary END OF AGREEMENT 896 ATTACHMENT A ARTICLE II SCOPE OF AGREEMENT AND BASIC SERVICES • OWNERSHIP OF EQUIPMENT: The CONTRACTOR is the sole owner and titleholder to the equipment.The equipment consists of the units, all peripherals, and supplies used for installation.This agreement constitutes a lease or bailment and is not a sale orthe creation of a security interest.The COUNTY shall not have, or at any time acquire any right,title or interest in the equipment except the right to possession and use as provided in this agreement. • RENTAL FEE AND PAYMENT: The COUNTY will be invoiced monthly for assets online and in- service only.Approximately 96 licensed Public Works Department vehicles and 63 emergency power generators.The COUNTY agrees to pay the CONTRACTOR the rental payment when due in accordance with the Local Government Prompt Payment Act, F.S. 218.70. If any payment is more than thirty(30)days late,the COUNTY agrees to interest rate in accordance with the Local Government Prompt Payment Act.The COUNTY also agrees to pay Twenty-Five Dollars (25$)for each check that the bank returns for insufficient funds or any other reason.The CONTRACTOR shall have the right to increase the rent upon renewal or extension of this agreement but the COUNTY may terminate the agreement when rates are increased by the CONTRACTOR.The COUNTRACTOR shall notify the COUNTY of the rental increase forty-five(45) days before the expiration of the initial term. Included in the cost to the COUNTY is$3,000.00 for 500 fobs. There is no additional cost to the COUNTY for internet service, cloud hosting,or labor for installation of hardware.Total cost to the COUNTY for first year agreement not to exceed $49,000.00. • BASIC SERVICES: The CONTRACTOR will provide hardware and software, Live vehicle and asset tracking, historical vehicle and asset tracking,employee log in tracking via FOB, unlimited alerts, reporting of all key equipment metrics, unlimited users, unlimited training, unlimited support, engine diagnostics, project manager for solution implementation,fleet advisor single point of contact,The CONTRACTOR assures software shall identify vehicle/asset number, location,travel time, mileage,asset operator,and asset operator time punch in. • SYINSURANCE: CONTRACTOR warrants to provide the COUNTY at no additional cost the following:Automatic quarterly updates with new features, map data, patches and hot fixes, 6 months of "bread crumb"data plus 2 years of reporting, proactive trouble shooting on a weekly basis, hardware script updates twice per year, uptime at 99%or CONTRACTOR will provide a credit for one days charge for the entire fleet, 100% lifetime hardware warranty with 2% replacement spares on site and with additional spare replacements on site within 48 hours,first occurrence fix or CONTRACTOR will provide a credit for one days charge for the entire fleet. 897 • LIABILITY AND INSURANCE: Subject to F.S.768.28.The COUNTY is responsible for any losses or injuries caused solely by its negligence to the equipment. Subject to F.S. 768.28.the COUNTY assumes all risk and liability for the loss or damage to the equipment or the injury to any person or property of another, and for all risks and liabilities arising from the use, operation, condition, possession,or storage of the equipment.The COUNTY agrees to keep the equipment fully insured against loss and maintain insurance that protects the CONTRACTOR from liability for any damage or injury caused by the equipment or its use.This agreement specifically excludes damages or loss due to theft,vandalism, any use outside normal wear and tear,acts of god,or other circumstances outside the control of the CONTRACTOR. This agreement also excludes loss due to changes to cell phone providers,coverage area changes or other changes to cell phone or internet availability. The COUNTY understands and accepts that the hardware devices are carrier specific and any change to the carrier might result in non-performance of the hardware devices.The COUNTY agrees the CONTRACTOR is not responsible for any loss or damage due to changes to the cell carrier provider. • USE, MAINTENANMCE,AND CARE OF EQUIPMENT: The COUNTY shall be entitled to the absolute right to the use, operation, possession,and control of the equipment during the term of this agreement, provided the COUNTY is not in default of any provision of this agreement. The COUNTY shall assume all obligation and liability with respect to the possession of the equipment,and for its use and operation during the rental term.The COUNTY agrees to reimburse the CONTRACTOR in full for all damages to the equipment arising from any misuse or negligent act by the COUNTY, its employees,or its agents. Except for the instance of misuse or negligence,the CONTRACTOR assumes full responsibility for the performance of the hardware and software and any defective or non-functioning hardware (except wiring)will be replaced at no cost to the COUNTY, provided the COUNTY is not in payment default. • CONDITION OF EQUIPMENT: The COUNTY will allow the CONTRACTOR or its agents to inspect the equipment at any reasonable time where it is located. If the equipment is not being properly maintained in the sole opinion of the CONTRACTOR,the CONTRACTOR shall have the right, but not the obligation to have it repaired or maintained at a service facility at the expense of the COUNTY. • RIGHTS TO DATA: The CONTRACTOR retains the rights to anonymous summary data analysis and to share analysis with 3rd parties.The CONTRACTOR will not identify the data source as being from the COUNTY nor portray the data in such manner as to identify the COUNTY.The COUNTY agrees that the CONTRACTOR shall own all compilations or analysis of the data created by or for the CONTRACTOR. From time to time,the CONTRACTOR may receive data or information requests or subpoenas from third parties,either as a result of an investigation or pending litigation.The COUNTY hereby consents to the CONTRACTORS disclosure of such data or information requested pursuant to a valid and enforceable document request or subpoena. 898 The COUNTY agrees that it shall not be entitled to notice of such disclosure except as required by applicable state or federal law. LOCATION OF EQUIPMENT: Initial hardware to be installed by the CONTRACTOR at various locations designated by the COUNTY.The County installs, removes and re-installs hardware from current assets to new assets after start-up installations have been completed.THE CONTRACTOR will remove all hardware from COUNTY assets with COUNTY assistance at the time agreement is not extended or is voided by the CONTRACTOR or the COUNTY. 899 Attachment B 9330 Priority Way West Dr. v y s C.% Indianapolis, IN 46240 W-p g g GOVERNMENT % Phone: 317-208-1700 AGREEMENT "T Toll Free: 877-796-6842 Fax: 317-208-2202 No: 21197 storner'Legal Name Customer Billing Address tfdlfferent) Monroe County Florida Address Address 3583 South Roosevelt Blvd. .............. ............---------------------............... .......... ---------- ............... City County City County Key West Monroe .................. ------- .............. .......... ............ State Zip Code State Zip Code FL 33040 ............. .......... � " p - --Location Contact: Fax SaieSerson Daryl Greenlee (305)292 3452 Peter Nemeth ........... Tax ID# 59-6000749 K-12 Z Other MumcipalP0 Number(if applicable): CONTRACT DURATION/NUMBER of VEHICIXS Term of Agreement: 0 12 Mo. 0 24 Mo. 0 36 Mo. 0— Mo� Tort6l Number of Vehicles- Tax Exerrrpt. 13 No 0 Yet(Attach Certificate) SILVERLINING SOFTWARE EQUIPMENT LIST ........... .............--.-................................................. ...................----------------- LA Core Track&Trace F-1 Ridership TYPE QTY .................... ------------ ........... ------------ .......... .................. Comparative Analysis F] Fuel Card LMU: 100015 2830 63 .................... ....................... ............................................................ ................ ............ Time and Attendance ELD 100039 3640 96 ....................... nx Engine Diagnostics C.1 DVIR Peripheral: 100028 1 Button Fob reader and buzzer 96 Turn by Turn Navigation D Inspection ............ .............. ...... ................ E-I Here Comes The Bus Other: --..................... ........................................... ....................... ............................ Carrier: 0 Synovia El Verizon Sprint 11 AT&T .........—-------- lnstallation: Z Synovia Customer -SPECIAL-NSTRUCTIONS:Per Terms anidi-iond—Itioni�+fiJiP4(-S"'o"-u-'r-,-c"-e-'w'"'e-'11),Contract,It 0=174U""With initial 12-montt"W-,�-� term and 4 Two Year extensions.FOSS not lnrlude4l,sold separ6tely. RATE AND METHOD OF PAYMENT Base Payment$ 18.00_._-X Number of Vehicles 63 $1,134.00 ox Monthly Base Payment$27.00__X Number of Vehicles 96 $2,592.00 LJ Quarterly Base Payment$1.00._—X Number of Vehicles 96.--.. $ 96.00-- 1] Annually Total Rental Payment $3,8 2 2.00__ El Check Applicable Sales Tax $ ODO El ACH Total Rental Payment:with Tax $3,822.00 1-1 Credit Card .......... ----------------- .................PLEASE READ BEFORE SIGNING: THE CUSTOMER AGREES TO RENT FROM VENDOR THE EQUIPMENT LISTED ABOVE. THE CUSTOMER AGREES TO ALL TERMS AND CONDITIONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON, EXCEPT AS PROVIDED HEREIN. AUTHORIZ ION ............. wornpany Full Name(Please Print) Authorize rat Date ed Representative of Synovia Solutions,LLC .. h C;UA,� utho r 01% S ........... --------- ................ A h rued Signer Prini� ;)me Tit ............ 900 Synoviu,5oluriorts,LLC v1 9,0 Muni 11frs Oqinal Sqned Doruntents to Saleskrninisti'ator Titre Iie r RENTAL AGREEMENT TERMS AND CONDITIONS 1. OWNERSHIP OF EQUIPMENT. Synovia Solutions, LLC (hereinafter referred to as "Vendor") is the sole owner and titleholder to the Equipment. The Equipment consists of the unit(s),all peripherals,and/or connections and supplies used for installation.This Agreement constitutes a lease or bailment and is not a sale or the creation of a security interest.Customer shall not have,or at any time acquire,any right,title or interest in the Equipment,except the right to possession and use as provided in this Agreement. 2. RENT.The Customer agrees to pay Vendor the rental payment when due in accordance with the Local Government Prompt Payment Act,F.S.218.70.If any payment Is more than thirty(30)days late,the Customer agrees to interest rate in accordance with the Local Government Prompt Payment Act.Customer also agrees to pay Twenty-Five Dollars($25)for each check or ACH that the bank returns for insufficient funds or any other reason.Vendor shall have the right to increase the rent upon renewal or extension of this Agreement,but Customer may terminate the Agreement when rates are increased by the Vendor. Vendor shall notify Customer of the rental increase forty-five(45)days before the expiration of the Initial Term. 3.SYNSURANCE. Vendor warrants to provide to Customer at no cost the following: Automatic quarterly updates with new features,map data,patches and hot fixes;6 months of"bread crumb"data plus 2 years of reporting;Proactive trouble shooting on a weekly basis;hardware script updates twice per year;Uptime at 99%or Vendor will provide a credit for one days charge for the entire fleet;Lifetime hardware warranty with replacements;2%spares on site with spare replacement within 48 hours;First occurrence fix or Vendor will provide a credit for once days charge for the entire fleet. 6.LIABILITY AND INSURANCE.Subject to F.S.768.28,The Customer is responsible for any losses or injuries caused solely by its negligence to the Equipment. Subject to F.S.768.28,Customer assumes all risk and liability for the loss or damage to the Equipment or the injury to any person or property of another,and for all risks and liabilities arising from the use,operation,condition,possession or storage of the Equipment.The Customer promises to keep the Equipment fully insured against loss and maintain insurance that protects Vendor from liability for any damage or injury caused by the Equipment or its use. The Customer will submit the required insurance to their liability carrier and have them provide the company with a COI.This Synsurance Agreement specifically excludes damages or loss due to theft,vandalism,any use outside normal wear and tear,Acts of God,or other circumstances outside the control of Synovia. This agreement also excludes loss due to changes to cell phone providers,coverage area changes or other changes to cell phone or internet availability. Customer understands and accepts that the hardware devices are carrier specific and any changes to the carrier might results in non- performance of the hardware devices. Customer agrees that Synovia is not responsible for any loss or damage due to changes to the cell carrier provider. 7.USE,MAINTENANCE,AND CARE OF EQUIPMENT.The Customer shall be entitled to the absolute right to the use,operation,possession,and control of the Equipment during the term of this Agreement, provided Customer is not in default of any provision of this Agreement.The Customer shall assume all obligation and liability with respect to the possession of the Equipment,and for its use and operation during the rental term.Customer agrees to reimburse Vendor in full for all damage to the Equipment arising from any misuse or negligent act by Customer,its employees,or its agents.Except for the instance of misuse or negligence, Vendor assumes full responsibility for the performance of the hardware and software and any defective or non-functioning hardware (except wiring)will be replaced at no cost to the customer, provided the Customer is not in payment default. Customer acknowledges full cooperation in the RMA process outlined on the Support page of the Synovia Solutions website. Install Labor is not included. 8. LOCATION OF EQUIPMENT.The Customer will allow Vendor or its agents to inspect the Equipment at any reasonable time where it is located. If the Equipment is not being properly maintained in the sole opinion of Vendor,Vendor shall have the right,but not the obligation,to have it repaired or maintained at a service facility at the expense of Customer. 13. RIGHTS TO DATA. Vendor retains the rights to anonymous summary data analysis and to share analysis with 3rd parties.Vendor will not identify the data source as being from the Customer nor portray the data in such a manner as to identify the Customer.Customer agrees that Vendor shall own all compilations or analysis of the data created by or for Vendor. From time to time,Vendor may receive data or information requests or subpoenas from third parties,either as a result of an investigation or pending litigation. Customer hereby consents to Vendor's disclosure of such data or information requested pursuant to a valid and enforceable document request or subpoena. Customer agrees that it shall not be entitled to notice of such disclosure except as required by applicable state or federal law. 18. INSTALLATION SURCHARGE.The total monthly rental price on this Synsurance Agreement includes one visit(at a mutually agree upon date) by the Vendor or its authorized Contractor to install the contracted hardware and peripherals. If Vendor or its assigned Contractor is requested by Customer to return after the initial visit to install hardware on vehicles or assets,Customer agrees to pay$750 per Installer per day for Installation services.Installation of the contracted hardware and peripherals for the vehicles would be conducted on three sites,Key West Garage,Marathon Garage and Plantation Key Garage.Installation of the contracted hardware and peripherals for the Generators will be conducted at various locations. 19.IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING ANEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities,Federal law requires all financial institutions to obtain,verify and record information that identifies each person who opens an account. What this means for you: When you open an account,we will ask for(i)if you are a legal entity,your name,address,and other information that will allow us to identify you; (ii) if you are an individual, your name, address, and date of birth. We may also ask to see your driver's license or other identifying documents. 20. COMPARATIVE ANALYSIS. If Customer is utilizing Comparative Analysis,Vendor requires that the Customer meets Vendor's requirements for a currently supported Operating System and a spatially accurate map. Vendor will have final approval in those requirements and specifications. Customer Initials 901 Synovia Solutions,LLC 09.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator Page 2 AC40 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 5/31/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND ORALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER. CONTACT NAME: Stacie Gascho Account Manager Henriott Group, Inc. AFICN No,Ext: (765)929-5000 FAX A/c,NO: (765)423-2599 Renaissance Place E-MAIL ADDRESS: sgascho@henriott.com 250 Main Street, Suite 650 INSURERS AFFORDING COVERAGE NAIC N Lafayette IN 47901-1287 INSURERA:Travelers Proprty Casualty Co of Am. 25674 INSURED INSURER B:Travelers Casualty and Surety Co of Am 31194 Synovia Solutions LLC INSURERC: 9330 Priority Way West Drive INSURERD: INSURER E Indianapolis IN 46240 INSURER F: COVERAGES CERTIFICATE NUMBER:18-19 Special Wording REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRPOLICY EFF POLICY EXP LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MM DDNYYY MMIDD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 DAMAGE To A CLAIMS-MADE FxI OCCUR PREM SES Ea o currrrence S 300,000 X ZLP-15R36958-18-IS 11/1/2018 11/1/2019 MED EXP(Any one person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 GENIAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE S 2,000,000 X POLICY F jE FX LOG PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY COMNED SINGLE LIMIT S 1,000,000 Ea accBIident A Ix ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS X HA_0L338S1A-18-I5-G 11/1/2018 11/1/2019 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGEHIRED AUTOS X AUTOS Per accident) $ - Medical payments S 5,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED X RETENTION$ 10,000 CUP-1L956172-18-I5 11/1/2018 11/1/2019 $ WORKERS COMPENSATION X PER X OR ANY EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETORIPARTNER/EXECUTIVE NIA ) EL.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? A (Mandatory in NH) UB-7J403304-18-I5-G 11/1/2018 11/1/2019 EL.DISEASE-EAEMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below EL.DISEASE-POLICY LIMIT $ 1,000,000 B DIRECTORS & OFFICERS LIAB 106014972 11/1/2018 11/1/2019 OCCURRENCE $2,000,000 A CYBER LIAB ZPL-16NO1769-18-15 11/1/2018 11/1/2019 OCCURRENCE $3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Certificate holder is named as an Additional Insured with respect to General Liability and Auto Liability if required by written contract. NA4EMENT B7. 7(4K DATE WAIVER WA_ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of County THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1111 12th St Suite 408 AUTHORIZED REPRESENTATIVE Key West, FL 33040 Stacie Gascho/NANCYO - ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD INS025(201401) 902 TERMINATION AND RELEASE AGREEMENT THIS TERMINATION AND RELEASE AGREEMENT (the"Release Agreement") is entered into on this 291h day of February, 2024, by and between Monroe County, Florida ("County") and Synovia Solutions, LLC, a Foreign Limited Liability Company and a subsidiary of CalAmp Wireless Networks Corporation("Synovia" or"Contractor"). WITNESSETH: WHEREAS, County and Contractor entered into an Agreement on June 6,2019,to acquire GPS based transportation management software services for the County's Fleet Department ("Original Agreement"), which was for an initial one-year term beginning June 6, 2019, and terminating on June 5, 2020; and WHEREAS, County and Contractor entered into a First Amendment to the Agreement on December 11, 2019, in which additional Fleet Vehicles and equipment were added to the GPS based transportation management software; and WHEREAS, on May 20, 2020, the County ratified the First Amendment dated December 11, 2019; and WHEREAS, on July 15, 2020, County and Contractor entered into a Second Amendment to the Agreement which extended the term through June 5, 2022 and combined the compensation amounts of the two phases of work into one (1) total monthly payment; and WHEREAS, County and Contractor entered into a Third Amendment exercising the option to renew for an additional two-year period retroactive to June 5, 2022 and terminating on June 4, 2024; and WHEREAS, the Original Agreement and the (3) three Amendments are hereinafter referred to as the "Agreement"; and WHEREAS, this Release Agreement is intended to release County from any and all potential liability arising out of the Agreement against Synovia and CalAmp Wireless Networks Corporation, and against any and all employees, agents, parent companies, subsidiaries, independent contractors, alter egos,and/or any entities affiliated with Synovia or CalAmp Wireless Networks Corporation; and WHEREAS, both parties desire to terminate the Agreement, subject to the terms and conditions set forth herein; and NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. The recitals set forth above are true and accurate and are incorporated herein by reference. This Release Agreement shall be effective upon the execution and delivery hereof by the parties. 903 2. Termination ation of A Yreeirent. County and Synovia hereby acknowledge that the Agreement is terminated effective on February 29, 2024. 3. As material consideration for the covenants, agreements and undertakings of the Parties under this Termination and Release Agreement: a. Within five (5) business days of full execution of this Release Agreement, County shall pay Contractor an amount equal to two hundred ninety-three thousand fifty- four dollars and zero cents ($293,054.00) for services rendered by Contractor through the terminate date above. b. Contractor acknowledges receipt from County of all products required to be returned. 4. Mutual Release. Each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, managers, members, successors, and assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other party and its respective present and former,direct and indirect,parents, subsidiaries, affiliates, employees, officers, directors, shareholders, managers, members, agents, representatives, permitted successors, and permitted assigns (collectively, "Releasees") of and from any and all accrued and unaccrued claims (including, but not limited to, claims for costs, attorneys' fees, injunctive relief, statutory damages, punitive damages, restitution, interest, penalties, fees, and any other form of relief), actions, causes of action, suits, losses, liabilities,rights,debts, dues, sums of money, accounts,reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, "Claims"), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Release Agreement arising out of or relating to the Agreement, except for any surviving obligations under the Agreement and Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Release Agreement. Each Releasor understands that it may later discover claims or facts that may be different from, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the release contained in the Agreement,and which,if known at the time of signing this Release Agreement, may have materially affected this Release Agreement and such Party's decision to enter into it and grant the release contained in this Agreement. Nevertheless, the Releasors intend to fully, finally, and forever settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in herein, whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any right or claim that might arise as a result of such different or additional claims or facts. 904 5. representations and Warranties. Each party hereby represents and warrants to the other party that: a. It has the full right, corporate power, and/or authority to enter into this Release Agreement, to grant the release contained herein and to perform its obligations hereunder. The execution of this Release Agreement by the individual whose signature is set out at the end of this Release Agreement on behalf of such Party, and the delivery of this Release Agreement by such Party, have been duly authorized by all necessary corporate action on the part of such Party. b. This Release Agreement has been executed and delivered by such Party and constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms. 6. laden nification. Synovia hereby, irrevocably remises, releases, acquits, satisfies, and forever discharges the said Monroe County, and its departments, officials, agents, and employees of and from all, in their official and individual capacities, and all manner of actions, cause or causes of action, suits, attorney's fees and costs, specialties, covenants, contracts, controversies, agreements,promises,variances,trespasses,damages,judgments, executions,claims and demands whatsoever,known or unknown,in law or in equity,which Synovia ever had, now has, or which any personal representative, successor,heir or assign of Synovia, hereafter can, shall or may have, against said Monroe County, for, upon or by reason of any matter, cause or thing whatsoever, arising out of, the Agreement. Article V, Indemnification and Hold Harlmess,of the Original Agreement shall survive the expiration or termination of the Original Agreement. 7. dotice Re �tir�. All written correspondence, notices, requests, consents, claims, demands, waivers, summons, or other legal process, or similar types of communications hereunder(each, a "Notice") must be in writing and addressed to the relevant party at the address set out below: a. For the County: Fleet Director 111 Overseas Highway Unit 300 Key West, FL 33040 And Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, FL 33040 And Monroe County Attorney's Office 1111 12th Street, Suite 408 Key West, FL 33040 b. For the Contractor: Douglas Peterson, General Counsel for Cal/Amp 15635 Alton Parkway, Suite 250 Irvine, CA 92618 905 8. Miscellaneous. a. This Release Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Release Agreement electronically shall be effective as delivery of an original executed counterpart of this Agreement. b. The headings in this Release Agreement are for reference only and do not affect the interpretation of this Release Agreement. c. This Release Agreement is the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties,both written and oral, regarding such subject matter. EACH PARTY SIGNING THIS RELEASE AGREEMENT REPRESENTS THAT THEY HAVE READ THE AGREEMENT,FULLY UNDERSTAND THE AGREEMENT, AND INTEND TO BE BOUND BY THE AGREEMENT. IN WITNESS WHEREOF, the parties hereto have caused this Release Agreement to be signed by their duly authorized representatives as of the date stated. This Release Agreement shall not be binding on any of the parties until signed by all Parties. On behalf of Monroe County: Holly Merrill Raschein, Mayor STATE OF FLORIDA COUNTY OF MONROE I HEREBY CERTIFY that the foregoing instrument was acknowledged before me,by means of_ physical presence or online notarization, this day of 2024 by HOLLY MERRILL RASCHEIN, known to me to be the person(s) described herein and who executed the foregoing instrument, who acknowledged before me that he/she executed the same,and who did not take an oath.Check one: said person(s) is/are personally known to me. said person(s) provided the following type of identification: Witness my hand and official seal in the County and State last aforesaid this_day of 2024. SEAL Notary Signature Printed Name: Commission No: Commission Expires: ,.w. Approved as to form and legal suffidency loriroe Comity,A.ttorriey's Office Christina Cory,Assistant County Attorney 906 vtvex-,� I ' On behalf of Contractor:_(name)„_,the (titNe,)_as col`this -5+1�clay o'1" ._. '"A ,2024. ... ractorr Dou las terson„General Counsel& Secretary g STATE OF CALIFORNIA COUNTY OF I HEREBY CERTIFY that the foregoing instrument was acknowledged before me, by means of_✓_ physical presence of online notarization, this_5th day of _March 2024 by_Douglas Peterson , known to me to be the person(s)described herein and who executed the foregoing instrument,who acknowledged before me that he/she executed the same,and who did not take an oath. Check one:_said person(s) personally_rs k own to me. ✓ said person(s) provided the following type of identification: is/are� � � K ^^ ^. Witness my hand and official seal in the County and aforesaid this"/ A ►'c � 024. SEAL ...a* ,. �..... '" t .....� .... ......... otr�ry Signature Printed Name . . ...... Commission No: '� Le 5- 3.. ..... ....... . ........................... Commission Expires: j 3.� C" ►`..... �....................�. 907 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 303.,BZ, ar.r:.r l ., n4,,f ..n 1 ,.A"w �,'.w8,' r 1 y ."r y sr 4 a ;:,F "�W ksA r'�4y$t F., 9 77.r":s k +r E A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of Californ' County of e-Lw...A 11, On 4 � ._._.._ before me, ,G c- Date Here Insert Name n od Title the Officer [c k personally appeared 'l.� r d N- a Name(s)of Signer(s) .............. ._......... who proved to me on the basis of satisfactory evidence a be the person whose namnisO ar�ubscribed to the within instrument and acknowledged to me tha e sC executed the same ie�ei authorized capacity i. and that by pis e "r�signa ur stun the instrument the.persons or the entity upon behalf of which the person("acted„executed the instrument. I certify under PENALTY OF PERJURY under the 40my tUCHELLE A.GOBER fyNotary Public•California laws; of the State of California that the foregoing orange sion# nty43 paragraph is true and correct. Commission�2436516 Comm.E'xptrrs Jan 30,2027 WITNESS my hand and official seal. Signatures Place Notary Seal and/or Stamp Above Signature of Notary biblic _..................... ................ OPTIONAL OPTIONAL ... ............... .. ...... .............._ _. Completing this information can deter alteration of the document or fraudulent reattachment of this form to on unintended document. Description of Attached Document 6`1-r6e °� ( t- +; 'r ✓` `` Title or Type of Document: -r Document Date: r,� ` d 2 NumberofPages: Signer(s) Other Than Named Above: _...._ ... Capacity(ies) CI imed bb Sign r(s) Sig er's Name: • � ��V d S gner's Name: _ orporate Officer — itie(s : ""' Corporate Officer—Title(s): ❑ Partner— ❑ Limited ❑ General 4-- ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in aet Individual [I Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: — ❑ Other: m ........... Signer is Representing _ Signer is Representing:.. _...�. 7 ro6,F;� uy4a�i,,,y,d vMf .P n w4'x:n y +It.rMc Ww rlT.nJx FY�b,��,{.C ah ewa./A�; ';u� ',✓iwxb7'& !6Jre.,4�.w'WIS�i 1,�YI,p, Y�b �k'�c�o i.x w mq kY.f..::paf dtv.f le�W..U'°laf ntw f+R3 gym"'N M"i Yynrr��F ' f rd� ©2019 National Notary Association 908