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HomeMy WebLinkAboutExhibit - AgreementAMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEM THE CITY OF MIAMI AND LIMOUSINES OF SOUTH FLORIDA, INC. FOR MUNICIPAL TROLLEY OPERATIONS SERVICES This Amendment No. 1 to the Professional Services Agreement dated February 27, 2012, (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and Limousines of South Florida, Inc., ("Contractor") a State of Florida corporation, for the provision of Municipal Trolley Operations Services ("Services") for the Capital Improvements and Transportation Program ("CITP") is entered into this day of , 2016. RECITALS WHEREAS, the Agreement was entered into pursuant to Resolution No. 12-0010, Request for Proposals No. 256244, in the total amount not to exceed $2,000,000 for fiscal year 2011-2012, to be funded by the City's share of the Transit Surtax, further authorizing the budget to be amended as necessary subject to the availability of funds for the Term and Scope of Work included in the original Agreement, and in accordance with Article V, Compensation Schedule; and; WHEREAS, the CITP has recommended the replacement of the computer aided dispatch and automatic vehicle locator system currently used within the City's existing fleet of thirty-four (34) trolley vehicles, with upgraded real-time transportation management technologies, inclusive of global position system capabilities, which include but are not limited to', automated passenger counter, audio visual annunciator with voice and board displays, continuous motion video viewing and recording, mobile application to access route stops and estimated time of arrivals, as well as ad -hoc mileage, service hours and ridership reports, for the purpose of improving the accuracy, reliability and to support the overall operations of the City's transportation infrastructure; and WHEREAS, pursuant to Article V of the Agreement, the City Manager has the authority to approve additional services; and WHEREAS, it is requested to enter into Amendment No. 1 with Limousines of South Florida, Inc., increasing the Agreement by a one-time expenditure amount not to exceed $343,990.00 for additional services to implement, install, inspect, test and fully equip the City's transportation fleet with upgraded transportation management technologies, inclusive of real- time global positioning capabilities, through the subcontracting of services with TSO Mobile (as itemized in Exhibit 1) attached hereto; allocating an additional annual expenditure amount not to exceed $76,539.00, for the third party hosting platform and maintenance necessary to support the upgraded technology within the existing thirty-four (34) trolley vehicles, in addition to the ten (10) newly purchased trolley vehicles; and NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement for the inclusion of Article XXVII, Additional Services, as follows: XXVII. ADDITIONAL SERVICES A. Advanced Transportation Management Technology Contractor shall implement, install, inspect and test, service and maintain an advanced transportation management technology system which supports the Citv's municipal transportation operations and overall infrastructure. System capabilities shall include, but not be limited to: 1. Global Position System Tracker (GPS) Computer -based system that combines hardware, software, and procedures to track precise geographic location and speed of trolley fleet vehicles with continuous feeds plotted against a map, and geographic fences with proqrammed route schedules. 2. Camera and Continuous Motion and Mobile Digital Video Recording and digital download of real-time video of interior and exterior of trolley vehicle for public safety purposes, emergency situations, etc. 3. Audio Visual Annunciator System Voice and light -emitting diode (LED) Board Displays triggered by GPS for guidance to the visually and/or hearing impaired passengers, and in compliance with Americans with Disabilities Act (ADA). 4. Automated Passenger Counter Automatic aggregation and reporting of passenger data usage to be inserted into dashboards and reports, and qualified in support of possible route alignments. 5. Smart Phone Application - On -Demand Travelers Information Development of smart phone application and web interface to be used by City transit system passengers, free of charge, as an interactive tool that displays trolley route maps and stops; continuously updating estimated time of arrival (ETA) at each route stop, trip planning and route selections. The application shall interface with Apple iOS and Android platforms, at a minimum. 6. Transportation On -Demand Management and Reporting Dashboard display and reporting_of real-time information. The Contractor shall provide the City with an implementation training plan identifying the training schedule to be conducted by Contractor on system usage, viewing and downloading of real-time data, and reporting on all capabilities. Instruction should emphasize recurrent services reporting and producing customized reports. In addition, Contractor shall provide training to trolley drivers, as necessary, for the implementation phase and ongoing systems operations with annual refresher training, or as deemed necessary, by the City. The Contractor shall also be responsible for the removal of obsolete technology equipment existing on all current City trolley vehicles, installation of upgraded equipment necessary to implement the advanced transit management technology system, as well as, inspection, testing and training on the usage of the system, as deemed necessary, at its sole discretion, by the City. Page 2 of 5 B. Ownership of Equipment, Technology and Data The City shall retain ownership of all equipment and hardware acquired by Contractor for the implementation and installation of the transportation management system within the City trolley fleet vehicles. The City shall own all elements described herein and hold all software licenses necessary for the implementation of the smart phone application. All software operations shall be hosted on a remote server, "iCloud", and shall be provided to the City as a software as a services (SaaS). The City shall have a site license for software usage. The Contractor will render services to the City and any and all Works, as defined below, shall constitute "works -made -for -hire" for the City under the Copyright Act and all other copyright laws. The City shall be considered the authority and/or owner thereof. The Contractor shall irrevocably assign all rights, title and interest in and to all Works of authorship, compositions, improvements, compilations, productions designs, artwork, photographs, computer programs and all other copyrightable Works and matters that Contractor, or its subcontractor has or will develop or prepare on its own or in connection with others, that (a) have been, or are developed using the City's equipment, supplies, facilities or trade secrets, (b) result from services rendered to the City at any time pursuant to Addendum No. 1, or any prior Agreement between the Contractor and the City, and or (c) related to the past, present or anticipated business, research, development, products, works or activities of the Contractor (collectively, "Works"). If, for an any reason, any Works are deemed not to be a work -made -for -hire and/or there are any rights that accrue to the Contractor as "work -made -for -hire", Contractor agrees that Addendum No. 1 shall constitute a royalty -free, irrevocable, perpetual worldwide, exclusive license to the City to use, reproduce, sell, distributive, publicly display and otherwise commercialize all Works. For the purposes of these additional services, "Moral Rights" means any rights to claim authorship of any Work to object or prevent the modification of such Work, or to withdraw from circulation or control the publication or distribution of any Work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a "Moral Right." The Contractor hereby forever waives and agrees to never assert against the City any and all Moral Rights the Contractor may have in or with response to any Work, even after the termination of this Agreement. C. Compensation The one time expenditure for additional services, described herein shall not exceed $343,990.00 through the duration of Agreement, unless otherwise previously agreed to by the City, at its sole discretion, and except if additional trolley vehicles must be outfitted and hosted with technology, as deemed necessary by the City. Progress payments to the Contractor will align with services rendered and tasks completed satisfactorily, such as installation, system integration and software customization, web interface and smart phone application development, inspection, testing, and training, at the City's sole discretion. The hosting platform and preventative maintenance services necessary to support the upgraded Page 3of5 transit management technology system for all City trolley fleet vehicles will be fixed and firm at $6,378.00, per month, through the duration of this Agreement. If any aspects of the Additional Services necessitates the use of a subcontractor, the Contractor shall only invoice the City for expenses directly assessed by the subcontractor for goods and services, and shall not add any supplementary charges. The Contractor shall be responsible for all goods and services provided by its subcontractor(s), as the Contractor is providing the Additional Services, in accordance with subject Agreement. The Contractor remains responsible for the supervision, direction, retention, discharge and payment to its subcontractor(s), if applicable. Notwithstanding, the subcontractor(s) shall also be responsive to the City's technical support requirements to the same extent as the Contractor, for all services performed by the subcontractor(s). The City may, at its sole discretion, use other compensation methodologies. The City shall not have any liability nor will the Contractor have any recourse against the City for any compensation, payment, reimbursable expenditure, cost or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. Page4of5 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. THE CITY OF MIAMI, FLORIDA (SEAL) CITY OF MIAMI, FLORIDA, a municipal ATTEST: Corporation of the State of Florida By: By: Todd B. Hannon, City Clerk Daniel J. Alfonso, City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: Victoria Mendez, City Attorney Ann -Marie Sharpe, Director Risk Management Department CONTRACTOR ATTEST: By: By: Corporate Secretary (Signature) (Print Name and Title) (Affix Corporate Seal) Limousines of South Florida, Inc. Page 5 of 5 EXHIBIT 1 By Trucking DIultion:y 7791 NW 46 Street, Suite 306 Doral FL, 33166 Phone: (305) 477-4599 Fax: (305) 500-9132 Customer Tk# p. Shipping Address LIMOUSINES OF SOUTH FLORIDA , INC (LSF) LIMOUSINES OF SOUTH FLORIDA , INC (LSF) 2766 NW 62nd St, Miami, FL 33147 Miami FL, 33147 US TS06812 MDVR 4Ch 500GB with 4 Cameras 700TVL AVAS System APC (one door) Installation Installation Installation Installation SIM Activation Set Up Audio Visual Annunciator System Setup Mobile APP Set Up 2766 NW 62nd St, Miami, FL 33147 Miami FL, 33147 US GPS Tracking HSPA 3G External Antenna C42 Continuous, Motion, and Scheduled Mobile Digital Video Recorder. Video Verification. (Video Clio Download) Live view requires a data Package extra Audio Visual Annunciator System with Voice & LED Board Displays. GPS location triggered as Add onto the MDVR High Accuracy Contactless overhead Passenger Counter (one door) Bike Rack and Wheel Chair Sensors AVL/GPS Installation MDVR 4 cameras and Monitor Installation AVAS , One LED inside for stop annunciation and 2 speakers Installation APC SIM Card Activation Fee for AVL/GPS unit Audio Visual Annunciator System Route Set Up Fee ESTIMATE Estimate # H181792 Date 07/08/2016 Expiration Date 07/09/2016 Sales Rep DiegoA Capelluto 34.00 34.00 34.00 34.00 34.00 34.00 34.00 475. $ 2,600.00 $ 1,250.00 $ 3,950.00 $ 150.00 $ 650.00 $ 350.00 34.00 $ 550.00 34,00I $ 35.00 1,00', $ 1,200.00 System first Setup, users, vehicles, alerts, reports, dashboard & 1.00 $ 950.00 training Mobile APP set up, routes stops and access information. 1,00' $ 1,500.00 Thank you for your interest in our products and services! NOTES City Of Miami, 34 existent vehicles Hardware factory warranty one year. Mobile APP working for IOS and Android, includes the web tracker (URL) ,y IV IJ)ULfl $ 88400.001 $ 42500,00I $ 134300.00 $ 5100.001 zz 00.001 $ 11900.001 18700.00 $ 1190 001 1200.00 $.,.950.00 $ 1500.001 343,990.001 $ 0.00 SUB TOTAL DISCOUNTS TAXES TOTAL $ 0.001 $ 343,990.001 Page 1 of 2 7791 NW 46 Street, Suite 306 Dora! FL, 33166 Phone: (305) 477-4599 Fax: (305) 500-9132 Customer Shipping Address LIMOUSINES OF SOUTH FLORIDA , INC (LSF) LIMOUSINES OF SOUTH FLORIDA , INC (LSF) Imported from Sales Force Imported from Sales Force 2766 NW 62nd St, Miami, FL 33147 2766 NW 62nd St, Miami, FL 33147 Miami FL, 33147 Miami FL, 33147 US US ,GPS Service - Public Transportation MDVR Monthly Fee APC (one Door) Monthly fee 1AVAS Monthly Fee 'Instant Discount MMobile APP Monthly Service Fee GPS Service - Public Transportation Per vehicle monthly. Included TSO web portal and fleet management modules, Unlimited users and profiles. Mobile Digital Video Recorder Monthly Fee. Requires separated Data Plan for Live Viewing, Customer can provide data package (HSPA SIM Card) In this case the Service fee will be reduced to $19,99 per vehicle Automatic Passenger Counter Monthly Fee for one door per vehicle Audio Visual Annunciator System Monthly Service Fee Bundle Service Discount Mobile Application Available in Android and Apple Markets Monthly Service Fee ESTIMATE Estimate # H181738 Date 06/01/2016 Expiration Date 06/02/2016 Sales Rep DiegoA Capelluto 44,00 44.00 44.00 44.00 44.00 44.00 $ 69.99 $ 29.99 $ 29.99 $ 29.99 -$ 44,99 $ 29.99 $ 3079.56 $ 1319.56 $ 1319,56 $ 1319.56 -$ 1979,56 $ 1319.56 Thank you for your interest in our products and services! SUB TOTAL $ 6,378.24 DISCOUNTS $ 0.00 TAXES $ 0.00 TOTAL $ 6,378.24 NOTES CITY OF MIAMI .Monthly Services are per vehicle calculated on a 5 year service agreement, The agreement includes a preventive maintenance performed every 6 months, upon vehicle availability, in order to keep the functionalities working properly. Mobile APP Service includes the Web Tracker and maintenance of the APP in Android and IOS, Page 2 of 2