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HomeMy WebLinkAboutPre-Legislationi/ OO& City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov,com File ID: 14-01059 Enactment #: R-14-0436 Version: 1 Type: Resolution Introduced: 10/15/14 Status: Passed Enactment Date: 11/20/14 Controlling Body: Office of the City Clerk A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, PURSUANT TO SECTION 18-92 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE CITY MANAGER'S FINDING OF A SOLE SOURCE; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING. PROCEDURES, AND APPROVING THE ONE HUNDRED EIGHTY (180) DAY NO COST TRIAL PERIOD, FROM LYTX, INC., OF DRIVECAM UNITS AND SOFTWARE FOR THE GLOBAL POSITIONING SYSTEM FLEET TRACKING, DRIVER MONITORING AND RISK MANAGEMENT; AUTHORIZING THE CITY MANAGER TO EXECUTE THE DRIVECAM TRIAL AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, FOR SAID PURPOSE. WHEREAS, the Solid Waste Department ("Department°) will_be-evaluating the DriveCam System by Lytx, Inc for 180 days at no cost to the City of Miami ("City"); and WHEREAS, this would enable the City and Department personnel and/or team members to monitor driver safety, coach bad driving habits, and track fleet vehicles; and WHEREAS, the DriveCam System needed by the Department falls under the product line of "DriveCam," which is geared at waste hauling, public transportation, and government; and WHEREAS, pursuant to Section 18-92 of the Code of the City of Miami, Florida, as amended ("City Code"), the Chief Procurement Officer has adopted a finding that Lytx, Inc. is the sole source provider of said DriveCam System; and WHEREAS, the findings of the Chief Procurement Officer have been approved and adopted as the findings of the City Manager; and WHEREAS, the City Manager and the Chief Procurement Officer recommend that the requirements for competitive sealed bidding procedures be waived, and the procurement of the above goods, as specified, be approved; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as fully set forth in this Section. City of Miami Page I Printed on 9/24/2015 Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. (2} City of Miami Page 2 Printed on 9/24/2015 DEPARTMENT OF RISK MANAGEMENT INSURANCEISAFETY APPROVAL FORM Name Mario F. Nunez Department Solid Waste Review Status Commercial General Liability Atlantic Specialty Insurance Company Owned, Wired & Non Owned Autos Atlantic Specialty Insurance Company -- Workers Comp:---- --- --- - ---- Atlantic Specialty Insurance Company Owned -Autos .._- Equipment Floater Building and DPW E&O Illinois Union insurance Company Medical Excess Crime Coverage ,�`'` Pollution:�� // -{ `5 Description Drive Cam Trial Agreement Tracking # Date: 1/20/2015 Financial Ratings Strength REQUIREMENTS A XIV A XIV A XIV A XV nsurance NOT Required ity of Miami is Named Additional Insured he City is providing Insurance City of Miami isLossPayee ayfront-Park Named -Additional -Insured APPROVAL. S A.. xx APPR9 Frank Gomez Property and Ca-ualty Manager Not Approved Coverage is insufficient [TA Type of Coverage is Missing Not A Rated Company Other The City NOT Named Additional Insured insurance/Safety Conmentsw Drive Cam Trial Agreement between the City and LYTX. Risk 002.x1s 1/20/2015 9.59 AM DnveCan • poNre . Lybe l DRIVECAM®TRIAL AGREEMENT . This Trial Agreement ("Agreement) is entered into this Hth day of January, 2015 (the "Effective Date") by and between Lytx, Inc., a Delaware corporation, with Its principal place of business at 8911 Balboa Ave, Suite 200, San Diego, Callfornia 92123 {"Lytx") and The City of Miami ("Government). RECITALS WHEREAS, Lytx develops, markets, sells and provides driving risk management products and related services focused on improving driver safety and reducing operating costs for commercial fleets; WHEREAS, Government desires to receive such products and services for evaluation purposes on a trial basis at the trial locations specified herein; NOW, THEREFORE, the parties -agree as follows 1. CERTAIN DEFINITIONS "Documentation" means the written Software and Hardware related specifications Lytx provides to Government hereunder, "Hardware" means Lytx's VERs and associated hardware provided to Govemment hereunder. "Managed Services" means the analysis and reporting by Lytx of driving events .captured by the Products installed In Government's vehicles. "Products" means the Software and Hardware described on Attachment A to be provided to Government for use during the Trial Period. Attachment A also sets forth, the quantity for each Product and Service, the requested delivery schedule and the delivery location, "Services" means the Managed Services, Installation services, training services and any additional support and maintenanceservicesto beprovided -hereunder. "Software" means any software provided to Goverment under this Agreement, including, without limitation, the operating software embedded In the Hardware and the the DrlveCam Online® software (Including any software made available by Lytx for use by Government on a website•hosted by or on behalf of Lytx). "Trial Period" means the period from the Effective Date until the date one hundred twenty (120) days from the Service Date, unless earlier terminated as provided below. "VER" means' a DriveCame video event recorder, 2, PRODUCTS All Products are provided only for the Trial Period. Title to the Products shall remain at all times with Lytx. Government shall not encumber or otherwise permit any claims or liens to be levied against the Products. Government shall not take or permit any action inconsistent with Lytx's ownership or allow any third party to modify, service or repair the Products. Govemment shall use and maintain the Products with ordinary care and only in accordance with the Documentation and any other instructions that may be provided Lytx. Government shall not remove or alter any proprietary notice of any kind from the Products. Upon the expiration or .termination of this Agreement, unless the Govemment enters into a separate agreement to purchase the Products, Government shall (within twelve business (12) days from such expiration or termination) return the Products to Lytx in good condition. 3. SERVICESLytx will use commercially reasonable efforts to provide the Services, With respect _to_Managed-Services,-such-servlees will be initiated on the first day of the second calendar month following shipment of the applicable Products ("Service Date') and shall end upon expiration or termination of the Trial Period. Govemment agrees to provide Lytx with reasonable cooperation and access to all necessary Govemment personnel, facilities and equipment (Including the Products) for the purpose of performing its obligations hereunder. 4. SOFTWARE; RESTRICTIONS 4.1 Subject to the terms of this Agreement, during the Trlaf Period, Lytx grants Government a nonexclusive, nontransferable license to access and use the Software and Managed Services for Governments Internal fleet management'purposes only, without the right to sublicense such rights, provided -Government -unconditionally -agrees to access and_useihe S.oft`w.arand Managed_Servicestrictly in accordance with the Documentation and thls Agreement ("License"). Under the License, Government may print out, or otherwise make, printed copies ("Copies") of the reports, numeric results and other information and Materials generated from Governments access and use of the Software and Managed Services for internal fleet management purposes only. Government shall have remote in -bound Internet access to the data which are hosted on computer hardware servers oentrolled by Lytx. To access such data remotely, •Government will be assigned user accounts and related user identification numbers and passwords. Government may designate employees (each an "End User") to use the Software to remotely access such data; provided, that, by using the Services, Govemment and such End User agree to the teens of use posted on the webslte used to access the Services (currently, httpsJlonline;drivecam.com). Any Updates, modifications, enhancements or new versions of the Software or Managed Services provided or made available to Government by Lytx, in accordance with this Agreement, shall be considered Software and Managed Services subject to thls Agreement 4.2 Except as otherwise expressly provided In this Agreement, Government agrees to: (a) only use the Software and Managed Services in the manner, and for the purposes, expressly specified in this Agreement; (b) not decompile, dfssssomble analyze or otherwise examine the Software and Managed Services for the purpose of reverse engineering, or facilitate or permit a third party to do so (except to the extent this restriction is expressly prohibited DC-REV-0001 by applicable law); •(o) not delete or hi any mariner alter any notice, disclaimers or other legends contained in the Software and Managed Services or appearing on any screens, documents, reports, numeric results or other materials obtained by Government through use of the Software and Managed Services ("Notices"); (d) reproduce and display all Notices on Copies Government makes, in accordance with this Agreement; (e) not attempt to access any systems, programs or data of Lytx that are not licensed under this Agreement; (f) not copy, reproduce, republish, upload, post, transmit or distribute the Software or Managed Services, or any portion thereof, or facilitate or permit a third party to do so; and (g) not use any device or software to Interfere or attempt to interfere with the proper operation of the Software and Managed Services. 5. NO COST TRIAL The acceptance of Products and Services for demonstration, testing, or evaluation is not to be construed in any way as an --acceptance-or -offer -to accept -suchProducts and Services for Government use or as any promise implied that any contract to buy Is to follow from the demonstration, test, or . —evaluation-Notwithstanding-the-fotegoing,-in.the.eve nt that the evaluation results in the Government determining to acquire the Products and Services being evaluated hereunder, the Government agrees to pay for the costs of Installation and training services that were provided to the Government by Lytx during the Trial Period, subject to receipt by the Government of all necessary approvals and funding. If the Government determines not to acquire the trial Products and Services, no such fees shall be due, 6. CONFIDENTIALITY; CLIENT DATA The provisions of section 6 and all subsections therein are subject to the provisions, obligations and limitations contained in Chapter 110, Florida Statutes (2014). 6.1 During the term of this Agreement, each party (a "Disclosing Party')mayprovide the other party (a "Receiving_ aartf) with_conMentlaland/o. proprietary materials and information ("Confidential Information"), All materials and information provided by Disclosing Party to Receiving Party shall be. considered Confidential Information. The terms and pricing under this Agreement shall be deemed Lytx's Confidential Information. Receiving Party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of Disclosing Party, Receiving Party will only use the Confidential Information Internally for the purposes contemplated hereunder. At any time, upon Disclosing Party's request, Receiving Party shall return to Disclosing Party all Disclosing Party's Confidential Information In its possession, including, without limitation, all copies andextracts thereof. Notwithstanding the foregoing, (I) Lytx's only obligations with respect to destruction of video clips generated by VERs shall be to comply with its standard video clip retention policy and (ii) Receiving Party may disclose Confidential Information to any third -party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party's Confidential information as this Agreement In the event that Receiving Party is requested or required (by oral questions, Interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information of Disclosing Party, Receiving Party shall provide Disclosing Party with prompt written notice of any such request or requirement so that Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, Receiving Party agrees to furnish only that portion of the Confidential Information for which Disclosing Party has waived compliance or for which Receiving Party is advised by written opinion of counsel, reasonably satisfactory to Disclosing Party, is required by law, rule, regulation or court order. 6.2 The obligations contained In this Section 6 shall not apply to information that; (a) is or becomes generally known to the public through no act or omission of the other party; (b) was In the Receiving Party's lawful possession prior to the disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing-Partyr(c)-Is-lawfully-disclosed to -the -other -party by a third -party without restriction on disclosure; or '(d) is independently developed by the Receiving Party without use —of or reference -to --the Disclosing --Party's-Confidential Information. 6,3 As between Ly x and Government, Government shall own the information, data and content captured by the Products In Government's possession, provided that, such Products are used in accordance with the terms and conditions of this Agreement ("Data"); the Data will be Government's Confidential Information; provided that, Lytx shall have the right to use such Data (I) In connection with its performance hereunder and (II) internally, to improve Lytx's products and services. Lytx shalt have the right (which shall survive termination and expiration of thtd Agreement) to use and disclose the non -video and non -audio meta -data components of the Data for any purposes; provided that, Lytx does not indicate to any third party that such components were provided by, obtained from, or associated with, the Government or Government's drivers. Such usage rights shall continue and survive destruction of any video clips to which such non -video and non -audio meta -data cnmponentxelate 7. TERMINATION Either party may terminate. this Agreement without cause, upon 10 days prior written notice and immediately if the other party breaches any material term or condition of this Agreement and falls to correct such breach within such thirty (30) days. S. LIMITATION OF LIABILITY LYTX OR ITS LICENSORS, SUPPLIERS, OR DISTRIBUTORS, ASSUME RESPONSIBILITY FOR ANY AND ALL CLAIMS, SUITS, DAMAGES, DEMANDS, ARISING OUT OF, OR IN CONNECTION TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: ANY BODILY INJURY, PROPERTY DAMAGE, OR PERSONAL INJURY CLAIMS, LYTX AND ITS LICENSORS, SUPPLIERS, AND DISTRIBUTORS SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE 7O MATTERS BEYOND THEIR REASONABLE CONTROL. 9. WARRANTY DISCLAIMER ALL SERVICES AND DOCUMENTATION ARE PROVIDED "AS IS." EXCEPT FOR LYTX'S STANDARD PRODUCT WARRANTY WHICH SHALL APPLY, LYTX AND ITS LICENSORS, SUPPLIERS AND DISTRIBUTORS HEREBY DISCLAIM THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. NEITHER 1YTX, ITS LICENSORS, SUPPLIERS, NOR DISTRIBUTORS MAKES ANY WARRANTY THAT ACCESS TO THE SERVICES OR ASSOCIATED NETWORK COVERAGE (E.G. WIRELESS NETWORK COVERAGE) WILL BE CONTINUOUS OR UNINTERRUPTED. 10. TRADENAMES AND TRADEMARKS This'Agreement does not grant to any party a license to use any trademark, trade name or logo of the other party, and each party recognizes that the trademarks, trade names and logos of the other party represent valuable assets of that party and that substantial recognition and goodwill are associated with such trademarks, trade names and logos. Each party hereby agrees that It shall not use or permit any third party to use, at any time, the other party's trademarks, trade names or logos. 11. GENERAL Each party shall comply with all applicable laws and regulations. Lytx Is an Independent contractor under this Agreement. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, when sent by confirmed fax, within reasonable time after being sent by registered U.S. mall to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other by written notice. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and shall not be enforceable by or Inure to the benefit of any third party. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement supersedes all proposals (oral or written), negotiations, or discussions between parties relating to the subject matter o#._this Agreement and all past dealing or Indust changes, modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the conflicts of laws provisions thereof. The venue of choice for any .conflicts or disputes shall be Miami Dade County, Florida. 12. INSURANCE Lybc shall provide to Government a certificate of insurance in accordance with the requirements In Attachment B. Government reserves the right to request copies of all insurance policies, including all applicable endorsements In connection with this Agreement 13. INDEMNITY Lytx further agrees to Indemnify, defend, and save harmless the Government and If applicable, it's Instrumentalities, including, but not limited to Historic Virginia Key Beach Park Trust, Bayfront Park Management Trust, and SEOPWCRA, and its officials, employees, agents, and volunteers, and each of them from, and against all loss, cost, penalties, fines damages, claims of any nature, Including expenses and attorneys flees, and any all liabilities by reason of Injury to, or death of any person, or damage to, or destruction, or loss to any property Including the City and if applicable, it's instrumentalities, including, but not limited to Historic Virginia Key Beach Park Trust, Bayfront Park Management Trust, and-SEOPWCRA,.an_tl iaing cutaf or _ In connection with the performance, or non-performance of the services contemplated by thls Agreement which is directly or t pa indirectly causedein"wholeeor itebyany act, omission, default, liability, or negligence whether active, or passive of Lytx, its employees, agents, servants, volunteers, or contractors, —unless -such -act -or- omission -is solelycaused by the Government and if applicable, it's instrumentalities, •including, but not limited to Historic Virginia Key Beach Park Trust, Bayfront Park Management Trust, and SEOPWCRA, and Lytx further agrees to indemnify defend, and hold the Government and if applicable, it's instrumentalities, including, but not limited to Historic Virginia Key Beach Park Trust, Bayfront Park Management Trust, and SEOPWCRA, and its officials, employees, agents, and volunteers against all liabilities which may be asserted by an. employee, or former employee of Lytx, or any of Its contractors as provided above, for which Lytx's liability to such employee or former employee would otherwise be limited to payments under workers' compensation or similar laws. In addition, Lytx understands, and agrees that except where caused by the negligence or misconduct of Government and If applicable, -it's-lnstrumentalitles,-Including, but not limited to Management Trust, and SEOPWCRA, and the. City and if applicable, Ifs instrumentalities, including, but not limited to Historic Virginia Key Beach Park Trust, Bayfront Park Management Trust, and SEOPWCRA, and shall notbe liable for any loss, injury, or damage to any personal property, or equipment of Lytx, Its employees, agents, contractors, volunteers, or business invitees placed on City property and if applicable, it's instrumentalities, including, but not limited to Historic Virginia Key Beach Park Trust, Bayfront Park Management Trust, and SEOPWCRA, and shall be at the risk of Lytx thereof. The Indemnification shall survive termination of this Agreement. The parties agree that the foregoing Indemnity shall apply solely to the installation services provided hereunder. THE PARTIES HEREBY AGREE TO THE FOREGOING TERMS AND CONDITIONS: LYTX, INC. Authorized Signature Name: William J. Ruff Trfle: VP Market Operations Address 8911 Balboa Avenue, San Diego, CA 92123 AS "City" —ATTEST: CITY OF MIAMI, a Florida municipal corporation Daniel Alfons City Manage Todd B,'annon City Clerk APPROVEDFORM AND •'CORRECTN 88O : PROVED AS • INSURA EQUIREME S: Anne -Marie Sharpe Interim Risk Manag ent Dir-otor 4 See attached trial quote. ATTACHMENT A TRIAL PRODUCTS DriveCam f0YlfPt1)M1Y Lytx Lytx, Inc. 8911 Balboa Ave San Diego, CA 92123 Tel: 858,430.4000 Fax: 858,380.3133 Bill To City of Miami ._ ...Prepared for-J.Bill -To. - City of Miami Mario Nunez (305) 960-2804 mfnunez@miamigov.com DriveCam® Program Price Quote Government Trial Quote.,N.umber:.DC00001196_ __ Created Date:09/16/2014 Valid Until:10/30/2014 Prepared By: Rush Akin Sales Rep: Rush Akin Phone: +18153825168 Email: raldn@lytx.com Ship To Number of Video Event Recorders (VERs): 142 Number of Subscriptions: 142 Trial Proposal Summary Subscription Term (Months): 6 months Year I Costs Hardware $0.00 Subscriptions $0,00' Implementation Services $0.00 Training $0.00 Total Trial Costs $0.00 Terms: • Government client shall be provided the trial subscriptions for the subscription term set forth above. • Any Lytx installation services provided hereunder shall be subject to a mutually agreed installation schedule. Government client shall be responsible for ensuring availability of vehicles and VERB and access to installation site on agreed installation date. Lytx shall have no liability for failure to complete an installation due to vehicle or VER unavailability or lack of access to installation site on agreed installation date. • All sales as a result of this quotation are subject to the terms and conditions of the Lytx Trial Agreement between Government client and Lytx, which are incorporated herein by reference, and all orders are subject to acceptance by Lytx. By signing below, Government client agrees to purchase the Products and Services described in this Quote in accordance with the Terms: Daniel-/ 4011sa 1140(.2___-- Printed Name Signature / . y PO# (Optional) City Manage Title Date PO $ Amount (Optional) Lytx Confidential DriveCam® Program Price Quote 1 Government Trial Pagel of$ DnveCam MIMED Lytx 1- _.. _...... Lytx, Inc. 8911 Balboa Ave San Diego, CA 92123 Tel: 858.430.4000 Fax: 858.380.3133 Prepared for / Bill To City of Miami Mario Nunez (305)960-2804 mfnunez@miamigov.com Quote Number: DC00001196 Created Date:09/16/2014 Valid Unt11:10/30/2014 Prepared By: Rush Akin Sales Rep: Rush Akin Phone: +18153825168 Email: rakin@Iytx.com Hardware (One -Time Cost) Part No Description Qty Price Amount -VER-DG3P -Recorder ------ -- - 0-.00 0020 -DriveGam-3-Pius-Video Event —Cellular CDMA 142 $0:00 TOTAL $0.00 Installation Services and Accessories (One -Time Cost) Part No Description Qty Price (perVER) Amount SRV-INS-0011 DnveCam Installation Per Unit - Complex Install (Waste/Transit) 142 $0.00 $0.00 SRV-INS-0008 Provisioning Fee 142 $0.00 $0.00 PER-CAT-0020 Cable Assembly, 20 ft Extension, RJ45 to DC3IDC3P 142 $0.00 $0.00 TOTAL $0.00- mplementatton Assumpfians: VER Quantify; 9'42 lnstaltatlon Model: Tier 2 Complex Install Training (One-TimeCost) Part No Description Qty Price Amount 4235-00009- 0000 Post Training Summary and Q&A 1 $0.00 $0.00 4235-00010- 0001 eLearning 5-24 students: eLearning will be available to Client for two years from the date of eLearning purchase (invoice date), Individual eLearning user accounts will be activated upon Client request and remain active for six months from 6 $0.00 $0.00 TOTAL $0.00 Lytx Confidential nriveCamo Program Price Quote I Government Trial Page 2 of 3 I„..!.I1i.nu 11 DriveCam =PaintEr, or Lytx4.-... Lytx, Inc. 8911 Balboa Ave San Diego, CA 92123 Tel: 858.430.11000 Fax: 858.380.3133 Prepared for / Bill To City of Miami Mario Nunez (305) 960-2804 mfnunez@miamigov.com Quote Number: DC0000/196. Created Date: 09/16/2014 Valid Until: 10/30/2014 Prepared By: Ruth Akin Sales Rep: Rush Akin Phone; +18153825168 Email: rakin@lytx.com Subscription Fee (per invoice period for Commitment Term) Part No Description Qty Price Amount 4230-00TMS-M Managed Services Trial 142 $0.00 $0,00 4230-0TFTS-M_ Tracking Service Trial 142 $0.00 $0.00 _Fleet 4230-TFUEL-M Fuel Management Trial 142 $q.o o $o.00 TOTAL $0.00 Additional Information: Trial 1 Pilot Proposal 2014 Notice: To the extent not exempt, this contractor and its subcontractors shall abide by the requirements of 41 CFR §§ 60-1,4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and -subcontractors take affirmative action to employ and advance in employment individuals without regard-to-raceicolorrreligionTsex-rnational-origini-protected-veteran-status-or-clisability. Lytx Confidential DriveCam® Program Price Quote 1 Government Trial Page 2 of ATTACHMENT 13 INSURANCE REQUIREMENTS 6 EXHIBIT B INSITRANCE REQUIREMENTS DRIVE CAMS INSTALLATION SYSTEM 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 included as an additional insured Contingent Liability & Contractual Liability Premises & Operations Liability Primary Insurance Clause Endorsement Business Automobile Liability A. Limits-oniability 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 $/00,000 for bodily injury caused by an accident, each accident. 4100,000-for bodilyinjury caused -by- diseasereach employee • $500,000 for bodily injury caused by disease, policy limit IV. Prefessional/E&O Liability (If Applicable) A. Limits of Liability Each Claim $1,000,000 Policy Aggregate $1,000,000 The above policies shall provide the City of Miami with written notice of cancellation-or-materi-al-change-from-the-imsurer-not-less-than-(30)-da-ys-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. A . ' � CERTIFICATE OF LIABILITY INSURANCE ATE MID A01112/2015° YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE -GERTIFICATE-DOES-•NOT AFPIRMATIVEL-Y OR N>_CATIVEi-V AMEND,-EXTEND-OR..ALTER THE„C.0,1/ERAGE..AEEORDEDmBY_T.HE,2OI.ICII=S_._, HOLDER, THiS AUTHORIZED — BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITU E A CO T C BE aSS'EIiN'O-INSURER'(S 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 Marsh Risk & Insurance Services 4445 Eastgate Mall, Suite 300 San Diego, CA 92121-1979 858-552-4200 Attn: SanDiego.CertRequest@marsh.com (0 )212-948-4375 130232-STND-GAWUE-14-15 CONTACT NAME; FAx lA/cNr 0,ex* WC, No); E-MAIL ADDRESS: INSURERS) AFFORDING COVERAGE NAIL 0 INSURER A : Attan0c Specialty Ins Co 27154 INSURED Lftx, Inc. 8911 Balboa Avenue, Suite 200 San Diego, CA 92123 INSURER 0 : Illinois Union Insurance Co 27960 INSURER c : INSURER 1 INSURER E : 1NSURER5o — __-----_-_--------...--- COVERAGES CERTIFICATE NUMBER: LOS-001635409-04 REVISION NUMBER: THIS IS TO CERTIFY -THAT THE POLICIESOFINSURANCE -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. INSR LTti IADDL TYPE OFiNSURANCE INSR SUBR NND POLICY NUMBER POLICY EFF--POLICY (MMIDDIYYYY) SXP (MMIDDIYYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY 711.01.26=39.0003 07/01/2014 07/0112015 EAcHoc0uRRENcE $ 1,000,000 DAMAGE TO (RENTED PREMISES occurrence) 1000,000 CLAIMS -MADE X OCCUR MEDEXP(Any one person) $ 10,000 PERSONAL&Any INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENLAGGREGATE 71 POLICY LIMIT APPLIES J O- PER LOG PRODUCTS - COMP/OPAGG $ 2,000,000 r f A AUTOMOBiL.E x LIABILITY ANY AUTO ALL AUTOS OWNED •X HIREDAUTOS — X SCHEDULED NON OWNED AUTOS 711.01-26-3S-0003 ry ''' ,Y�1 tl� 1 0 VI \ �J} \i'it 1 ti 07/0 (f 12015/ ✓ COMBINED SINGLE LIMIT (Es accident) $ 1,000,000 BODILY INJURY (Per person) $ nopiLY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ ` Hlrad Phys-Damags-Ded -$ $1900- T UMBRELLA LIAR EXCESS LAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ I $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECIJTIVE r1 OFFICER/MEMBER EXCLUDED? I I (Mandatory In NH) If yes. describe Under DESCRIPTION OF OPERATIONS below N 1 A 406-03-74-79-0003 0710112014 07/0112015 X 1 WC STATU- TORY LIMITS OTH- RR E.L. EACH ACCIDENT $ 1,000,000 E,L. DISEASE - EA EMPLOYE $ 1,000,000 EL DISEASE- POLICY LIMiT I $ 1,000,000' a Errors & Omissions G26704344 004 0710112014 0710112015 Umit 1,900,000 SIR 100,000 DESCRIPTION.OF OPERATIONS I LOCATIONS/VEHICLES (Attack AC ORD 101, Additional Remarks Schedule If more space Is required) City of Miami Is included as additional insured where required by written contract with respect to General Liability and Auto Liability, This insurance Is primary and non-contributory over any existing Insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to general liability and auto liability. Contractual liability coverage applies, CERTIFICATE HOLDER CANCELLATION City of htaml 1290 NW 20th Street Miami, FL 33142 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc, Michael Jackson ACORD 26 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD TFIIS ENDC.).REEMENT CHANGES THE PQLIPY. PLEAEE READ IT CAREFULLY. (VANTAGE FOR AUTOMOBILE Thi$.eritrarlernali i'nocjifies. insurance provided under the following: BUSINESS AUTO COVERAGE FORM gohecluie lists the•coverage extensions,pfovided by ilite endorsement, Refer to the Individual provi sIins to detrimn the extent of,your coverage: PHEritiLEOF COVERAGE EXTENSION Additional insured By contrar 12 Effiployee Hired Ailto4 2. Airbag Discharge 13Fellow gxcIuron 3—Auto Theft Rowaf --Glass-Repair WalVeretradmIlble 4, .15tanket Waiver of Subro.gatiOn 16, :Hired Auto Physical Damage 06VOrage Bodily Injury Rpdefined —*Mental Anguish 0, --LiaaeGap Coverage . . 6, Broad Form Named Inured 11, Liability Ceve raga —'Supplernentary:Paymehts 7. CommuniCatleiris Equipinant 18. Newly Formed or Acquired:Organizations 4. Diminution -in -Value 1 R. Pillo41 OeMege —TrOnSportation Expenses -L Drive Other Cr— Executive Officers 20. RentAI Re Thur PrIvte Paseepgor 10, Dulles In The 'Event Of Aceldent Clairn;.801 6.r Loss •Vefill9lev 1, Employees'As Insureds '21, Towing— Any Covered Auto 1. ADDITIONAL INSURED BY CONTRACT The Who le An Insured under SECTION II — LIABILITY COVERAGE la arrigindad to Include as an additional Insur6c1" any' '.'?ers'on or organization with, Whorl you agfeeci in a Written- contract.written agreeMeht or permit- to provide Insurance auen as is afforded Under ihis.Coy,ge Form, Such person or orgonization "inAured" only with reep-acf, to liability foi."bodiry liljuryn or "pioperty damage caused', In whole or in part by your Maintenance, operation Cr Q of.y014 0Pvered "autos". 4/11f3 respect lc the in surene afforded to the additional Irisurecle, this. Insurance does .nOtapply: ia, Unless the written contract or 'agreement has been eXtroutett or he permit has boen Issued prior to the "bodily injiiry' r"prvpotty rarnai:Io"; 13, To any'pereomor ornization Included aaMi insureit by endorsement or in the Delarallon'a 'or To ony 19ssor pf ':‘a04ps' 'ten their contaet oragraerrientwith you for uhisaSed 9auto'ren,de, a 'AIRBAG DISCHARGE if you purchased plysfcal domage'coverage fo'r o'c'ev.ared "auto" .uh4ef this policy, we will poy to reset or ra- Ow% en alrbeg. that accidentaily..d.ischarge,s WIThout the vehicle. boirig involVed ib on accident, Nczi deduoilble applies to this addition41 obverap.e. 1-lowever, this coverage only applies If the 61rbag is not covered liridq.o rnonufaOturerle warranty end you did nOtirtiontionally iizude the OW:eat) ascharge. AUTO THEFT REWARD We will pay *up tO U,000 faWargt in the event of n covered loss, 'for Information leading to the arrest and ,convIctIon of anyone stealing a otni6riad "%icy.. A reword will not be palci•lo you, a farrilly•mentercompitlyza or put?IlopiTh1 While performing their ow: 4. BLANKET WAIVER OF SUEROGATION The .T.renelbr.Of Rights of Recovery ARaln$t OtherT Vs, condition under SECTION IV BUSINESS -NTOP0M6171011/41.$, trArapP,Ph A. LOSS CONDITIONS isioM4oeq try 'PA 16110i'lrigt We:will vi/alva. any tight of.reepvory yvq may ttaye..agairlat any pecn r orlIzaIlanteOtii4 Pf..PaYmhate make for Injury bi damive •kishg. out of the operation of:a qciverecl."outod when you have azieurhed liability for such "badilY idure or "Property 'damage tinder' VI "'neuron contract", provided the -contract 10 In Writing and ok:acUted priOttO.thehodily Injury*" or 'property *damage. . 6, BODILY NJURY REDEFINED— MWTAL AYOUMH Ttle definition of nbodliy InjUry"-under SECTION' V- DEFINITIONS Is replaced by the Mewing: 'JE3o•dily.rnit.iry" moons bodily injury, ecknesa, OsOgoe at.Istairiody.Pareon, jncluding mental anguish cl•-dbath rebullirrq ffOni Any q thao ot any tirna, VOA 21)1 tn DO, Irtoludes topyrightel material 011.10.5uref10 Vervlgy (Via Itio, bOyright 20V4, Oluail04011 InRurstfivdi Omtrpt,L0 `111/411.)1E1). tt 6 T iITENDOR YVENT- W"A N-6ES-THE-PtJlA Y L } SE R. AD- eAliE biLL , @VANTAGE FOR .GENERAL LIABILITY TECHNOLOGY COMPANIES This endorsement rr orllfie$ I,n urene.provlded uridorthie following, C't IUIMERCCAL GENER L LIAi ILITY GC7VERA E FOAM 'The following schedule lists tbe. coverage extensions provided by this endr i-sement. Refer -to the individual provisionsto determine the extent Qf your coverage. 1iEI7l1LE OF clbVERA E EXTENSIONS 1. Additional Insured - rod Form Additionaf.ln ured. - by ppniract, Permit relating to: o Work perforrnecl by you o Pramlies youpwn; rent, lea.w - o Equipment you leasd 3. Aggregate Limit Per, Location 4. Elanl€etWaiirer of Subrogaiian Bodily tnjury,Rodefiriecl - Menthl 6. Erdadened Named. insured 7. •E3rradhed Protier<y'> amage ra 8 crowed Equipment d Pfigtor'riers' Gobds o Use tf.Efevatere. 'enders ., Agreement or 9. 10. 11. e c7i" Occupy 12. 13,, Coverage Territory- Worldwide > uttes In Event elf acurrensce, t;lsliff-pr Uit Expeeted'or Intended Injury (PD) lnoldent~a( Medical lvlelpractice Medical Payments `. �rlobile Equipment Redefined Newly Acquired or Famed Orgariizatibns Non4wne.d Aircraft Kan-Owried Watercraft Personal and.Advertlsing injury Product Re all Exps;ass; SupplernentaryPayments Increased Limits • ADDITIONAL, INSURED a r RQAD F. RNIIVI.V%DORS Section U -Who I;i; An I sured Is amended to. Include as tl additional insured .any person(s) Or organizat oh(s) (referred to below as vendor) with whore you greed in a written contract or agreement to provide insurance, but Drily wtftrespoctto "bodily in ury"-or"property-damage" arising-outo1-your products" -which -are -distributed, or sold. in' the regular course of the yendor'.s,business, subject to the folloWipg additional exclusions: a, Thts. prpvisipn 1. doe's not apply'to: (11 "Boldly inluty" or "property damage" for which the vendor is obligated to pay lamatges b}i raasbn of the aasurription of liability in a contract or agreement. This exclusion does not apply to liability,•for damages that the vendor would have in the absence of the contract or agreement; • ' (2) Any express warranty not authorized kiy you, (3) Any physical•or.chemical change in-theproduct made intentionally by the vendor; (4} Reparltaging, except When unpacked solely:for the purpose of inspection, derneantra#ion, testing or the substitution-.. of parts, under instructions from the rrianufacturer, •and then repackaged in the .original container; (t) Aty faiiure•tp slake Such InSpeetion.S., adjustments, tests `or servicing as the:itendor hasagreed to ingke of rlomxeI1' undertake y to inake in the Usilal course al 'business, in cbrineotion with the dislribiallon or sale.of the products, (6) Demonstration, installatfon, servicing •pr repair operations, except such operations .performed at the vendor's -.premises in connection with the sale af.the product; (7) Products which after distribution or-sale.bY your, halm been:labeled or relabeled orused "es e ±container, part or ingredient of any other Thing Or substance ir'for the Vender; or (e) Tony injury' or "property damage" arising Out Of the sole i egligense of the vendor for its .own •aota Or °aiissic ns or those of its >6niployes of anyone else soting on its behalf. However, t} 'is.eXclusion does net apply to (a1 The exceptions contained in Subparagraphs A, or, ,; or VOG 207 017 OS Inciuttescopyrighted meterial oflnsuranceServlcss•oifice,.lr�c. Copyright 20xs, Onei oa;nar insurance Oraup C.Lt ' � IhISUI�I~D Page'1 917 ( uoirinspectirsns, adfusemefrtsr tests-ar-servicing-as-the-vendor-pia agreed -to -make -or -hot ialiy _ . undertakes. to make' in the usual.tourse•of business, in conneclien with the distribution or sale of the products, (9) Any vendor, person or' Organization if the "prbducts-aorripieted operations hazard" Is excluded either by the provisions of the Coverage Form Or by ertd©r.ernant. b. 'This insurance does not apply, to any insured person or organization, frc rr.whom you have acquired such products, •art any ingredient, part or container., entering into, accompanying or containing such products. 2. •A1DITiOMAL IN$1JRED OQNTRA'CT, AGREE14 PPT OR PFit,1y11T a. S ot+oh 11- Who Is•An insured is.amended.to Include as an additional insured•any person(s) or organi zatian(s) with whom you agreed in a written .dontraot, written agreement or permit to provide insurance such ps is afforded under this Coverage Part',.but•only with respect to liability for'"bodiiy injury", "property damage". cr "personal and adverb*log'th)ur°y" caused,, in whale or in part, by your acts or omissions or the acts or Omissions of tote acting on *or behalf 1. 1n the perfammance of your work" for the_additiorlai..insured(s) at they -location -designated -in -the urantraot; ograer?tent rrperrnit; or 2, to the maintenance, operation or use of equipment leased to you by.suohiperson(s)_or organ izatldrr(s),.or . In connection with prert ises you. own, rent, (ease oro ...cupy. Thl insurance applied on a primary or primary and non-contributory beets -'1f_that, is'_required In _Writing byy-th--._._.. 4ntract, agreenient-br permit. b. the insurance provided to the additional insured herein is limited. FhisInsurance.does riot atapiy: 1. Unless (a) the written contraot, agreement or permit is currently in effect or become ef'ective during the tern of :this policy; and (b) tho oontrack or agreement was executed .or permit issued prier to. the "bodily injury", "property damage" or "personal and: advertising injury; 2. To any person or organization includacl as an Insured under:the Addltlonal Insured Broad Fonrr Vendors provision of th a endorsement, •a, To arty person or organization included as an insured by an endorsement issued by us and Made part:of this Coverage'Part; 4: 1 -an+y-person--ar-:org nizatlon-if-the bcdlly-injury-- upmperty-damage or —"personal -and -advertising injury".arises alit of the rendering, of or faiiure to render any pt'afe slonal architectural,; engineering or surveying services by of for you including: (a) The .preparing, approving; or failing to. prepare or approve, maps, shop drawiings;:apinions, reports, .surveys, field orders, chenge.orders or drawings and'speciticbtions;.or (b) Supervisory, inspection, irohiteotursti or'.engineerintaotivlties. 6, To any. (a) Lessor of equipment,after the equipment lease tertnirtatts or expires;•or (b) Owners or other interests *Mt whom' land has been leased; .or (c) Managers or lessors of premises if: 11) The'FgoCurrenpe' lakes Nam after you cease to 5 q tenant in that premises; or (2) The "bodily injury" "property' damage", "personal and advertising injury" arises -ail 'i f structural altertioris, new caristructiari or demolition operatior7s iaetformmed by or on behalf of the mantt4r or lessor., To• "b.a lily injury, or "property damage age" occurring after; (a) tilt work on the project (other.th in ;Mervibe, mairitenanoe or repute}•to be performed by or pn behalf .of the. additional insured at the; cite of the cc yr re€f operatienS hes been comigeted; or (b) That portion of` tiur Work" .out :of which 'the injury .or carnage aris'es has :&teen. put twits Intended use by any person or organization other than another contractor or subcontractor ems* iri performing operations or principal'as part of the same project. PO0e,4 of 7 Induct 'ooNt101916d material of InsI4rapce S nriees'pt ice; Inc, Copyri hl2°00, l neBeaddrr Ihsurpnce Droop LLC VCi3 207 07 t9