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HomeMy WebLinkAboutExhibit V2CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Daniel J. Alfonso DATE: November 24, 2014 File: City Manager FROM: Mark Spaniofi, P.E. Oirector Capital Improvements & Transportation Program (CITP) SUBJECT: Purchase of On -Board Automatic Text and Voice Announcement System for Miami Trolleys REFERENCES: ENCLOSURES: FINDINGS In 2012, the City of Miami launched the Miami Trolley program, which has developed into a transit system with 34 trolleys operating on seven routes in the City's urban core. The system has been very successful, as evidenced by the growing ridership — in excess of 3:2 million riders are anticipated to use the system this calendar year. By law, transit systems are required to verbally announce requested stops, transfer points, major intersections, and other information as conditions dictate, to accommodate hearing and vision impaired passengers. Currently, the trolley drivers are verbally announcing stops; however, the City has elected to automate the announcement system via an on -board Automatic Text and Voice Announcement System (ATVAS). ATVAS automates the announcement process, using the onboard public address (PA) system and an LED screen. ATVAS is not a single device, but rather a series of components that operate in conjunction with one another. These components include LED screens, a PA system, media storage devices (for instance, an SD card to store pre-recorded audio), pre-recorded audio of route and stop names, major intersections and transfer points, and software that seamlessly merges different sounds while in progress. The ATVAS requires a connection to a Global Position System to identify the vehicle's location in order to make location -specific announcements. Based upon the information relayed by the GPS, the ATVAS recognizes upcoming stops, and announces verbally via the on -board PA system, and visually via an LED screen mounted in the vehicle's interior. As part of the City's, contract for trolley services, Limousines of South Florida (LSF), was required to install a Computer -Aided Dispatch/Automatic Vehicle Location, (CAD/AVL) system on the City's trolleys. CAD/AVL relies on a GPS signal, which is relayed to dispatchers to help identify system inefficiencies. The GPS-based system is also used to provide continuously updating estimated times of arrival (ETAs) for passengers. LSF contracted with Radio Engineering Industries, Inc. (REI), which provided the hardware, software and support for the trolley GPS system. 41) RECOMMENDATION Bidding out the ATVAS would potentially result in the installation of redundant, duplicative hardware on the Miami Trolleys, at a greater cost to the City. REI will be able to leverage the City's pervious investment in the CAD/AVL system of on -board components and a pre-existing cellular data plan. Execution of this Proposal Agreement with REI will provide the following advantages to the City: 1. ATVAS will use existing GPS system 2. ATVAS will use existing cellular modem and data plan for: a. Real-time communication of ATVAS to City's central server b. Ability for City staff to send real-time ad hoc announcements 3. Drivers will be able to initiate ad hoc on -board announcements via the existing on -board touch screen. computer While other companies supply on -board announcement systems, none will be able to interface with the existing Intelligent Transit Systems (ITS) currently equipped on the Miami Trolley fleet as installed by REI. CITP respectfully requests approval of a waiver of the formal requirements set forth in the City of Miami Code of Ordinances, as amended, specifically Section 18-85 and 18-86, affirming these findings and forwarding the same to the City Commission for ratification by a four -fifths affirmative vote at its next available meeting, seeking approval for execution of a Proposal Agreement for the installation of ATVAS on the Miami Trolley fleet. This Proposal Agreement will be for an amount not to exceed $122,438.80 for an initial term of two (2) years with a one (1) year option to renew. Your Signature below will signify your concurrence with the above recommendation. Daniel J. Alfonso, City Manager 1 tl Z`-111`4 Date cc: Alice N. Bravo, P.E., Deputy City Manager/Chief of Infrastructure Victoria Mendez, City Attorney Carlos Cruz-Casas, P.E., Chief Transportation Manager, CITP CITP150008 Proposal to the City Of Miami "Talking Bus" GPS Triggered On -board Next Stop Announcements DOCUMENT NO. DDO-COM-20131102 REVISION: E 12 NOV 2014 This document contains data that is confi- dential and proprietary to Radio Engineer- ing Industries, Inc. (REI) No disclosure, re- production, or any use of any part of this document may be made without the writ- ten permission of both REI. Prepared By: Reviewed By: Approved By: Ron Barbosa John Maglio Darwin Rubeck DDO-COM-20131102 REVISION "E" REVISION HISTORY Revision Description Released By Release Date A Released Draft for Quality Review J Maglio 11/4/2013 ToDo: T&M Rates for anything out of scope B Modified as per design change decisions made with Thomas JPM 9/27/2014 Rodriguez week of 9/22/14 C Minor fixes after City attorney review JPM 11/12/2014 D Review of Thomas Rodrigues modifications. Final version submitted to the City on 20141120 JPM 11/20/2014 E Added approved indemnification language to subscription agreement JPM 12/11/2014 Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" TABLE OF CONTENTS INTRODUCTION 1 TECHNICAL DESCRIPTION 2 AUTOMATED ANNOUNCEMENT SYSTEM (AAS) BASIC FEATURES 2 SCOPE OF WORK 3 DELIVERIES AND PERFORMANCE 3 SCHEDULE 3 CUSTOMER ACCEPTANCE TESTING 4 PAYMENT SCHEDULE 4 TERMS AND CONDITIONS 4 VALIDITY OF PROPOSAL. 4 PAYMENT TERMS. 4 CUSTOMER -FURNISHED EQUIPMENT 5 CUSTOMER -FURNISHED DATA 5 CHANGES IN SCOPE 5 DATA COMMUNICATIONS CHARGES 5 OTHER TERMS AND CONDITIONS 6 DISCLAIMER 6 Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" INTRODUCTION This document is a proposal to furnish and deliver to the City of Miami (herein CUSTOMER), and test and commission, an upgrade to the "Talking Bus/Trolley System" for the City of Miami that includes automated, GPS triggered on -board announcements over the existing trolley public address (PA) system. The primary functionality of this project will be to provide: 1. Modifications and/or additions to the on -Board Smart Trolley System including: a. Thirty seven (37) ruggedized SD cards (34/3) b. The testing and commissioning pre-recorded audio files in up to two languages. c. Integration to the existing public address (PA) system d. Programming of the existing on -board computers Vehicle Logic Unit / Mobile Data Ter- minal (VLU/MDT) to support GPS triggered "at stop" announcements e. All applicable software licenses, training, installation, cellular communications charges, and support 2. Modifications and/or additions to the hosted server software to include: a. Modifications to the database to support modifications that allow authorized users to configure the following system parameters by route/stop: i. IsPlayAudioAnnouncement (Boolean) — allows user to specify whether "At Stop" audio shall be played for the selected bus stop 1. Default behavior shall be "true" ii. Languages (bitmask) —Languages that "now approaching" announcement will be played 1. Default behavior shall be one language (English) with capabilities to add a second language (Spanish) at the City's request iii. NowApproachingAncmtThreshhold (Integer) —Distance from bus stop to play "now approaching" announcement express in feet Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" 1. Default behavior shall be 528 feet (1/10 mile) b. Modifications/additions to the ARMOR Console to allow authorized users to edit the behavior of the automated announcement system per route/stop and schedule the modification to be deployed to the trolley fleet TECHNICAL DESCRIPTION Under this proposal, REI will provide equipment for thirty-four (34) existing trolleys. REI will install one set of equipment for each of the 34 trolleys and will provide three (3) spare SD cards. Automated Announcement System (AAS) Basic Features Automatic On -board Announcements Functionality Tasks/Requirements to Discuss Should the driver have the ability to mute the system? How would this be accomplished? Discuss configuration management of customer data Discuss reporting mechanisms for customer data deployments (passed/failed) The On Board Announcements Program uses onboard audio announcements to help passengers orient themselves to stops and locations. Under this proposal, all 34 trolleys will make audio announcements (assuming and trolleys have existing audio equipment that is suitable for this purpose). Each trolley will play an "At Stop" audio announcement at each scheduled stop. As example, as the trolley arrives at a bus stop, the system will annunciate "Now at Convention Center". This feature is designed to assist visu- ally -impaired passengers and to comply with spirit of the Americans with Disabilities Act (ADA). Modifications to the Mobile Data Terminal (MDT) 1. Add licensing and load software to support AAS 2. Add a module by which drivers can select and play "ad hoc" on -board announcements Modifications to the ARMOR Console and Server -side software 1. Modify database 2. Add Administration Module with screens that allow authorized users to configure the AAS set- tings for each route/stop combination. Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" 3. Modify the administration module to allow authorized users to deploy modifications to the AAS settings to the vehicle fleet. SCOPE OF WORK The scope of work for this project consists of: (a) Purchase, installation, and testing of applicable vehicle hardware; (b) Audio file testing and commissioning; (C) Development of the software to enable this functionality; (d) Development of a City of Miami -specific Field Acceptance Test Procedure (aka: Dynamic test plan); (e) Installation, Testing, and Commissioning (f) Project support DELIVERIES AND PERFORMANCE Schedule This project will be delivered in a single phase (but will be funded by the agreed upon milestone pay- ment schedule). The first step in the project plan is to order all equipment. The following table lists the estimated lead time for each required component. High capacity ruggedized SD Card The following table lists the major tasks within the project plan: Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 Order SD card NTP + 2D I Use TTS Engine to Record Audio Files (English only) NTP + 15D REI REI REVISION "E" I Configure Route/stop AAS rules NTP + 30D Customer I "Scrub" Audio Files; Verify quality (English) NTP+ 30D REI I Trolley Equipment Installation NTP +45D REI (3 days on -site) I On -Site Configuration, Dynamic Vehicle Testing, and Training NTP +50D REI (2 days on -site) I Deliver System Acceptance Test Plan NTP + 30D REI I Approve System Acceptance Test Plan NTP + 45D Customer I Perform System Acceptance Test Procedure NTP + 60D REI I Begin Maintenance & Warranty Phase NTP + 65D ALL Customer Acceptance Testing REI will deliver the Field Acceptance Test Plan for the City's approval shortly after trolley installation is complete. The City will respond to REI with written comments within two weeks of receipt of the Field Acceptance Test Plan. If no comments are submitted, the test plan will be considered accepted as writ- ten. PAYMENT SCHEDULE This project is to be paid in accordance with the milestone payment schedule included in the quotation titled,"CityOfMiami-OnBoardAnnouncementsQuotation20140927.pdf" TERMS AND CONDITIONS Validity of Proposal. This proposal is valid for 90 days Payment Terms. Payment terms are net, 30 days, against the milestone payment schedule provided in the quotation ti- tled, "CityOfMiami-On Boa rdAnnouncementsQuotation20140927. pdf". Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" Customer -Furnished Equipment All material or any equipment whatsoever, furnished by the City to REI for the performance of this contract, shall be The City's property for REI's sole use and be subject to removal at any time on demand without additional charge. While in REI's possession, REI shall maintain this equipment in good repair and assume all expenses thereof and shall identify and mark it as The City's property. REI agrees that any material that The City may furnish, on other than a change basis, will be a bailment and REI shall pay for such materials spoiled by REI, normal wear and tear excepted, or otherwise not satisfactorily accounted for. All material and equipment furnished by The City shall be protected against any loss or damage by proper insurance obtained by REI. The City will be responsible for the cost of freight and insurance associated with shipping the materials to REI and returning them to The City. REI's risk of loss begins when the materials are delivered to REI's facility and ends when the materials leave REI's facility. The City shall arrange carriage for the materials. Customer -Furnished Data The AAS is dependent on the validity of customer data. Customer data are defined as the configuration rules that the customer is responsible for maintaining. The configuration of these data require careful attention by the user. For example, a user must be careful not to configure the AAS rules in such a way that would create undesired results. The Vendor shall not be responsible for undesirable results that stem from mis-configuration of customer data. Changes in Scope Activities not specifically indicated in this quotation, including but not limited to on -site support and in- vestigation of form/fit/function replacements for equipment that is no longer available or support of work by third parties, are subject to additional charges at the stated time and material rate identified in this Contract. Vendor shall quote Customer a time and material rate of $150 per hour for work required to satisfy changes in scope. Data Communications Charges Initial loading of on -board audio files will be performed manually by loading the approved audio files onto the new high capacity SD cards. Future modifications to on -board audio can be made remotely over the broadband cellular network. It is, however, very difficult to predict how much data will be re- quired for such deployments. In the aforementioned quotation, REI has included a cost of $30 per bus, per month to support the additional data communication needs. By accepting this proposal, the City agrees to limit data usage per trolley to no more than 50MB. Should the City exceed the monthly limit, Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" REI shall submit invoices for data overages that the City shall pay at a markup of 10% over the cellular carrier's price to REI. Other Terms and Conditions Except as specified herein, the terms and conditions of a Contract between The City and REI apply to the scope of work described herein. This document, the Quotation, Terms of Use, and Subscription Agree- ment, make up the Contract. Disclaimer It is assumed that the equipment supplied under this contract will operate normally, provided that all necessary third party systems, networks, radio and satellite services are present and fully operational to nationally approved standards for that service. REI will not be responsible for systems performance of third party services, specifically failure or reduced operation due to lack of cellular networks, satellite networks, coverage,, capacity, priority and availability, as well as failure of third party local area comput- er networks, servers, telecommunications switches or routers or any other type of equipment or ser- vices not provided by REI. Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" TERMS OF USE 1. DEFINITIONS. (a) "Hardware" means the REI VLU/MDT, APC, antennas, cables, and mounting, modem, and other devices comprising the system identified in attached Quotation. (b) "Intellectual Property" means copyrights, trademarks and service marks (whether registered or unregistered), trade secrets, patents, patent applications, contract rights, know-how and other proprietary rights. (c) "Software" means all software provided including firmware, Console Software, SPOT/A.R.M.O.R. Server software, and any other associated computer code. (d) "Data" means all data stored in the database partitioned for subscriber. All generated data including driver logs, in- spection reports, messages, and telematics data. (e) "Subscriber Materials" means the materials designated as such provider by REI to Subscriber regarding use of the sys- tem. (f) "Subscription Fee" means the annual service fee for the right to access and use the System set for the in the attached Quotation/Purchase Order. (g) "Terms of Use" shall mean all rules, terms and conditions set forth in this Agreement or otherwise established now or hereafter by REI regarding permissible or impermissible uses of or activities related to, the System. 2. SUBSCRIBER OBLIGATIONS. (a) Internet access to SPOT/A.R.M.O.R. Server via an Internet Service Provider; Hardware and software to enable such connection; and any permission or authorizations required for such a connection. (b) Subscriber is responsible for ensuring that only authorized persons have access to the System and for the security of Subscriber's computer system and the connection to the SPOT Server, without limitation a. Ensuring that Subscriber's password and all other means and methods of access to the System are kept ab- solutely confidential and that all Users and Drivers comply with the terms of the ID Agreements; b. Ensuring that any telephone numbers or any information relating to the System, the security of the System, the encryption methods used and all or any other security features are kept absolutely confidential; c. Ensuring that the use of the System by Subscriber is under the control and authority of a proper and ade- quately trained employee. d. Subscriber will install, use, maintain, and remove the Hardware according to vendor specifications, will safeguard the Hardware from loss or damage of any kind, and will not permit anyone other than an author- ized representative of REI to perform any work on the hardware. Subscriber agrees and understands that tampering with Hardware shall void all warranties. Except for ordinary wear and tear covered by the limited warranty, Subscriber is responsible for all Hardware damaged, destroyed, lost or stolen while in Subscriber's possession and shall be liable for the cost of repair or replacement of the Hardware and remain responsible for the Subscription Fee during any such repair or replacement period. e. If Subscriber is not the owner of the property upon which Hardware and Software are to be installed, Sub- scriber shall obtain the written consent of the owner of the premises and/or property for RE personnel and/or its agents to enter the premises for the purposes of installing, maintaining, and retrieving the same. 3. DATA STORAGE. Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" Subscriber understands that unless Subscriber purchases data retention services, REI will have the right to purge all data submitted by Subscriber as follows: (a) Purged on a 90 day rolling schedule. (b) Unless Subscriber has made other arrangements in writing with REI, all data submitted using the System may be purged as provided above. The Subscriber must reaffirm this request annually during the renewal process. (c) Subscriber shall be solely responsible for printing data and inspection reports for vehicles involved in an accident. Subscriber understands and agrees that REI is not required to retain records except as provided in a separate agree- ment. 4. WIRELESS DATA POLICIES. (a) Subject to FCC Number portability rules, Subscriber has no property or other rights in any Number assigned to it and Subscriber understands that any such Number can be changed from time to time. (b) Subscriber agrees that REI and/or wireless carrier shall not be responsible for interruption of service for any reason or the inability to use the service caused by force majeure. (c) Subscriber understands and agrees that the liability and obligation of REI to Subscriber for services may be controlled and limited by a wireless carrier's tariff, if any, and the laws, rules and regulations of the Federal Communications Commission and other United States or foreign governmental authorities which from time to time have jurisdiction. (d) In no event shall REI and/or wireless carrier be liable for the failure or incompatibility of any equipment utilized by Subscriber in connection with Service. 5. OWNERSHIP. (a) Subscriber grants REI the right to use all data submitted to the System for any and all purposes, including to purge such data as provided in Section 3 and to create compilations of such data as long as REI will not identify the data source as being from the Subscriber nor portray the data in such a manner as to identify the Subscriber. Subscriber agrees that REI shall own all compilations of the data created by or for REI. (b) The System and the components provided by REI for the Subscriber's use are protected by patent, copyright, trade secret, trademark, international treaties, and other laws. Subscriber agrees that REI owns all proprietary rights in the System and any corrections, enhancements, updates or other modifications, including custom modifications, thereto, whether made by REI or any third party. (c) At all times during and after the termination or expiration of this Agreement, Subscriber and it employees and agents shall maintain the confidentially of trade secret information. Subscriber shall not disclose any such proprietary infor- mation concerning the System, including any flow charts, logic diagrams, user manuals, and screens, to persons not an employee of Subscriber without the prior written consent of REI. 6. WAIVER. Failure by REI or REI to enforce any of its rights hereunder shall not constitute a waiver of any such rights. No waiver by ei- ther party of any breach or default shall be deemed to be a waiver of any preceding or subsequent breach or default. Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" LICENSOR: Radio Engineering Industries SUBSCRIBER: The City Transit America (The City) (REI) Name: 6534 L Street Title: Omaha, NE 68117 The City of Miami Telephone: 800 228 9275 x236 444 SW 2nd Avenue 8th Floor Email: darwinrubeck@radioeng.com Miami, FL 33131 Telephone: 305-416-1020 SUBSCRIPTION AGREEMENT SUBSCRIPTION: REI grants Subscriber a limited right to access and use its fleet management web application and related software as detailed in the attached Terms of Use during the Term and at the Location(s) set forth above exclusively for REI's current service offerings and as provided in the Terms of Use. All rights not expressly granted to Subscriber are reserved to REI. SERVICES: REI will provide Subscriber with the Services including activation, 24/7 access to SPOT ® (AKA A.R.M.O.R.), email and phone support, software upgrades, daily account monitoring, and all associated wireless data charges, provided Subscriber is not in breach of any obligation under this agreement. TERM: This Agreement shall remain for two (2) years and shall renewed for an additional one year terms if an ex- tension request is received by REI at least 30 days before the anniversary date of the Agreement. The Terms of Use may be subject to modification of 30 days' notice by REI. QUOTATION: The attached Quotation sets forth the Hardware and Services to be delivered to Subscriber under this Agreement, the prices, and delivery terms and any additional terms applicable thereto. The Quotation shall be good for 30 days and upon execution of the Agreement by Subscriber shall constitute a binding purchase order. Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" FEES: All fees and charges (including the Subscription Fee) are subject to change on the annual anniversary date of this Agreement upon at least thirty (30) days written notice. All fees and charges are "net" and are not subject to set off or reduction. The initial Subscription Fee is due upon execution of this Agreement and all other fees and charges are due as provided in the attached Quotation. Thereafter, the annual Subscription Fee shall be due and payable in advance of the annual anniversary date of this Agreement. An administrative late charge of 1% per month will be charged on all past due amounts. REMEDIES: Breach by REI. Subscriber agrees to its sole remedy as a subscriber for defective equipment is the re- pair and replacement of the equipment free of charge by REI. REI shall not be liable to Subscriber or any third party for any general, special, punitive, incidental, indirect or consequential damages, or any lost profits or business, arising out of this agreement. Breach by Subscriber. If Subscriber fails to make any payment due or otherwise violates any term or condition of this Agreement, Subscriber may be declared in default upon notice and failure to cure for 15 days. Upon declara- tion of default, all amounts due under this Agreement during the entire term hereof shall become immediately due and payable including, without limitation, the cost to repair or replace damaged equipment, interest and costs and expenses of collection. REI shall have the right to terminate this Agreement and recover any other remedy permitted by law. Indemnification INDEMNIFICATION: Provider shall indemnify, hold harmless and defend the City, its officials, officers, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, ("Loss"), they may suffer because of any injury (including death) or damage to property to the extent caused by the negligence, negli- gent act or omission, recklessness or intentional wrongful misconduct of Provider and persons employed or uti- lized by Provider in their performance of this Agreement. This indemnification shall survive the term, or termina- tion, of this Agreement until the later of (i) five years after the date this Agreement is terminated or expires, as applicable, or (ii) the expiration of the statute of limitations for the matter related to the Loss (collectively, (i) and (ii) are referred to herein as the "Applicable Limitation Date"). In the event that an action or proceeding is brought against City by reason of a claim or demand related to the foregoing prior to the expiration of the Applicable Limi- tation Date, Provider shall, upon written notice from City, resist and defend such action or proceeding at its own expense. The Provider expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, and employees. Provider will defend at its expense any suit brought against City to the extent it is based on a third -party claim al- leging that the Equipment manufactured by Provider or the Provider Software ("Provider Product") directly in - Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" fringes a United States patent or copyright ("Infringement Claim"). Provider's duties to defend and indemnify are conditioned upon: City promptly notifying Provider in writing of the Infringement Claim; Provider having sole con- trol of the defense of the suit and all negotiations for its settlement or compromise; and City providing to Provider cooperation and, if requested by Provider, reasonable assistance in the defense of the Infringement Claim provid- ing that Provider shall remain responsible and liable to satisfy or contest any judgment. In addition to Provider's obligation to defend, and subject to the same conditions, Subject to the provisions of this Section regarding insur- ance, Provider will pay all damages finally awarded, in a non -appealable decision against City by a court of compe- tent jurisdiction for an Infringement Claim or agreed to, in writing, by Provider in settlement of an Infringement Claim. If an Infringement Claim occurs, or in Provider's opinion is likely to occur, Provider may at its option and expense: (a) procure for City the right to continue using the Provider Product; (b) replace or modify the Provider Product so that it becomes non -infringing while providing functionally equivalent performance; or (c) accept the return of the Provider Product and grant City a credit for the Provider Product, less a reasonable charge for depre- ciation. The depreciation amount will be calculated based upon generally accepted accounting standards. Provider will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Provider Product with any software, apparatus or device not furnished by Provider; (b) the use of ancillary equip- ment or software not furnished by Provider and that is attached to or used in connection with the Provider Prod- uct; (c) Provider Product designed or manufactured in accordance with City's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Provider Product by a party other than Provider; (e) use of the Provider Product in a manner for which the Provider Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by City to install an enhancement release to the Provider Software that is intended to correct the claimed infringement. In no event will Provider's liability resulting from its indemnity obligation to City extend in any way to royalties payable on a per use basis or the City's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Provider from City from sales or license of the infringing Pro- vider Product. This subsection provides City's sole and exclusive remedies and Provider's entire liability in the event of an Infringement Claim. City has no right to recover and Provider has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. The indemnification provided above shall obligate Provider to defend at its own expense to and through judi- cial proceedings, and to provide for such defense against any and all claims of liability and all suits and actions which may be brought against City that are included within the scope of the indemnification provided above. The City will cooperate with the Provider in its defense or settlement of the claim or suit. This indemnity will survive the cancellation or expiration of the Agreement for the period set forth above. This indemnity will be interpreted under the laws of the State of Florida. Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" Provider shall require all agreements entered into after the date of this Agreement with its subcontractors who will perform services pursuant to this Agreement to include a provision that they will indemnify the City. INTELLECTUAL PROPERTY: Subscriber acknowledges and agrees that Subscriber's rights with respect to Hardware, are limited to the right to use the same with the System as provided in the Subscriber Materials. The hardware and software contain trade secrets, know how and other intellectual property belonging to REI. Under no circum- stances shall Subscriber sell or transfer any purchased Hardware, reconstruct or repair such Hardware, or reverse engineer or otherwise attempt to learn the trade secrets, know how or other intellectual property embodied therein. LIMITED WARRANTY: REI warrants that the Hardware provided under this Agreement is free from material de- fects in workmanship for a period of one year for hardware purchased by Subscriber. THIS LIMITED WARRANTY IS MADE TO SUBSCRIBER ONLY AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. REI EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, AND ANY WHICH MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. DISCLAIMER: Subscriber is solely responsible for controlling access to the System. ENTIRE AGREEMENT: This Agreement (including Terms of Use, Subscription Agreement, and Quote constitute the entire agreement between REI and Subscriber with respect to the subject matter hereof, and supersedes all previ- ous written agreements between REI and Subscriber with respect to such subject matter. ASSIGNMENT: Neither party may assign, directly or indirectly, all or part of its rights or obligations under the Agreement without the prior written consent of the other party. GOVERNING LAW: The parties agree that this Agreement shall be interpreted under the laws of the State of Flori- da, and that jurisdiction and venue shall be only in the Palm Beach County, Florida. READ AND AGREED Subscriber: Title: Print Name: Date: Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. DDO-COM-20131102 REVISION "E" Talking Bus Proposal 27 SEP 2014 Use or dissemination of this document is subject to the restrictions stated on the title page. INSURANCE REQUIREMENTS INSTALLATION ATVAS TROLLEYS Ie Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an additional insured Contingent Liability & Contractual Liability Premises & Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident. $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Umbrella Liability (Excess Follow Form) A. Limits of Liability Each Occurrence $1,000,000 Policy Aggregate $1,000,000 City of Miami listed as an additional insured V. Professional liability/E&O (If Applicable) Each Claim $1,000,000 Policy Aggregate $1,000,000 Retro Date Coverage The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.