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HomeMy WebLinkAboutExhibitANNIE PEREZ, CPPO ChSof Proottromont Offioer DANIEL J. ALFONSO City Maritigur CITY OF IVIIA VII'S SUPPLEMENTAL AG EEMENT TO SERVICES CONTRACT EN THI1CHOOL, DISTRICT OUNTY AND SYNOVIA SOLUTI ST. LUCIE The City of Miami (City) is accessing the above mentioned agreement to procure a complete Enterprise Telematics GPS Solution for Citywide use in City owned vehicles. The Agreement titled Municipal Synsurance Agreement No. 3187 and RFP 15-08 between the School District of St. Lucie County and Synovia Solutions, LLC made and entered effective as of November 1, 2014 is attached hereto and is incorporated by reference herein. This supplement to the Services Contract ("Supplemental Agreement") between the School District of St. Lucie Public Schools and Synovia Solutions, LLC includes City of Miami le0±nequirements, The term of this Agreement is as stated In Section titled Contract Duration/Vehicles of the Synovla Solutions, LLC Agreement, The effective date of access by the City of Miami is , which unless otherwise stated is the .date of this , Supplemental Agreement, a) S novia $ I tons' Re Onsi ilitjes: A, Synovia Solutions, LLC in preparation, will identify stakeholders, review and confirm all contractual requirements, identify potential project risks and mitigation strategies, review change order process(es), schedule status meetings with stakeholders, create a master scope of work with all appropriate information, outline all software requirements, outline all training requirements, outline all service and support requirements, create timeline for deployment, get approval of master scope of work, and prepare hardware kits, This should be completed within 30 days after contract commencement, B. Synovia Solutions, LUC will install some AVL/GPS hardware units and provide training to select GSA employees in order to install the remaining vehicles, test hardware functionality, track and document progress relative to stakeholders objectives, and confirm resources required for training. This phase should be completed within 60 days of contract commencement. C. Synovia Solutions, LLC will prepare for the training phase after hardware installation is complete. They will review training tracks required, provide hard copy as required, identify any non-standard requirements, review software configuration, fleet hierarchy, groupings, train customer staff, provide hand -one application of data relative to business objectives, analyze collected data, track and manage progress of training compared to expected timetables. D. Synovia Solutions, LLC agree to provide ongoing support through the term of the contract including help desk support, support protocols. Severity levels, alternate contaot points, after hours support processes, support documentation as required, recommend additional training, consulting as requested, monitor and measure system performance and provide as - needed support and consulting. b) Indemnification: A. Synovia Solutions, LLC shall indemnify and save harmless and defend the City, its agencies and instrumentalities such as its Community Redevelopment Agency, trustees, elected and appointed officials, agents, servants and employees from and against any claim, demand or cause of action( in this Section collectively referred to as the "City") of whatsoever kind or nature arising out of error, omission, mistake, or negligent or careless act or failure to act of Synovia Solutions, LLC, its agents, servants or employees in the performance of its obligations pursuant to this Agreement, and/or of Synovia Solutions, LLC failure to comply with any applicable federal, state , county or city law, rule or regulation applicable to Synovia Solutions, LLC' responsibilities under this Agreement including without limitation Consumer , Debtor/ Creditor , Credit Reporting and/or Mortgage Laws, Rules or Regulations, or to comply with the terms of this Agreement and / or its performance of this Agreement. This indemnity, hold harmless and duty to defend is equally applicable to for all costs, losses and expenses, including but not limited to, damages to persons or property, judgments, reasonable attorney's fees, paralegal expenses, and court costs at both the administrative, regulatory , trial and appellate levels arising out of -or -in -connection -with -the -operations permitted under this Agreement. B. The parties recognize that various provisions of this Agreement, including but not necessarily limited to this Section, provide for indemnification by Synovia Solutions, LLC and requires a specific consideration be given therefore, The parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Synovia Solutions, LLC, Furthermore, the parties understand and agree that the covenants and representations relating to this indemnification provision shall serve during the term of this Agreement and continue in full force and effect as to the Synovia Solutions, LLC' responsibility to indemnify the City, will survive the cancellation or expiration of this Agreement, as applicable, Synovia Solutions, LLC will indemnify, defend, and hold City, harmless for any negligent acts of SYNOVIA SOLUTIONS, LLC or for any violation of any intellectual property laws, intellectual property rights, copyrights, patents, contracts or, rules, regulations, or statutes. c) Audit And Ins ection Ri ts And Retention Of Records: Synovia Solutions, .LLC hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and Synovia Solutions, LLC agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access, Synovia Solutions, LLC' failure or refusal to comply with the provisions of this section shall result in immediate termination of Synovia. Solutions, LLC by the City. Page 2 Pursuant to the provisions of Section 119,0701, Florida Statutes, Synovia Solutions, LLC must comply with the Florida Public Records Laws, specifically Synovia Solutions, LLC must: 1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. 2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided In this chapter or es otherwise provided by law. 3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 4) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of Synovia Solutions, LLC upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from publio records disclosure requirements, 5) All records stored electronically must be provided to the City in a format compatible with the information .technology systems of the public agency. The Inspection and Audit provisions set forth in Sections 18-101 and 18-102 of the City Code are deemed as being Incorporated by reference herein and additionally apply to this Agreement, ) Indwendent Comer This Agreement does not create an employee/employer relationship between the parties. It is the express intent of the parties that Synovia Solutions, LLC Is an independent Synovia Solutions, LLC under this Agreement and not the City's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code,. the State Workers Compensation Act, any benefits under the City Pension Ordinances, and the State unemployment insurance law. Synovia Solutions, LLC shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Synovia Solutions, LLC' activities and responsibilities hereunder. Synovia Solutions, LLC agrees that it is a separate and Independent enterprise from the City, that it has full opportunity to find other business, that it make its own investment in its business, and that it will utilize a high level of skill necessary to perform the work, This Agreement shall not be construed as creating any joint employment relationship, joint venture partnership or other affiliated entity status between Synovia Solutions, LLC and the City and the City will not be liable for any obligation incurred by Synovia Solutions, LLC, including but not limited to unpaid minimum wages and/or overtime premiums. In this regard the City is not responsible for any debts, defaults, acts or omissions of Synovia Solutions, LLC or its officials, agents, servants end employees. Page 3 e) Notices: TO THE CITY: Daniel J. Alfonso City Manager 3500 Pan American Drive Miami, Florida 33133 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Procurement Director City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 TO SYNOVIA SOLUTIONS, LLC: Synovia Solutions, LLC 9330 Priority Way West Drive Indianapolis, IN 46240 Attn.: Bill Westerman, Senior Vice President f) Applicable Law, Venue and. Attorney's Fees: This Agreement with the City of Miami will be governed by and construed under the laws of the State of Florida regardless of choice or conflict of laws principles. Venue in any proceedings between Synovia Solutions, LLC and the City of Miami will be in a court of competent jurisdiction located in Miami -Dade County, Florida, Each party shall bear their own respective attorney's fees. g) Laws and Ordinances Synovia Solutions, LLC shall be responsible to follow and observe all applicable laws, rules, regulations and ordinances of the City, County, State, Federal governments or other public agencies having jurisdiction over the subject matter of this Agreement relating to the activities, undertakings and operations being conducted pursuant to this Agreement. h) E uiAAgmaloyneat Opportunity: In the performance of this Agreement, Synovia Solutions, LLC shall not discriminate against any firm, employee or applicant for employment or any other firm or Individual in providing services because of sox, age, race, color, religion, ancestry, disability, or national origin, Page 4 i) Insurance: Synovia Solutions, LLC shall provide and maintain in force at all times during the Agreement with the City, such insurance, including WorkersCompensation and Employer's Liability Insurance, Comprehensive General Liability insurance, Automobile Liability Insurance and Errors and Omissions Insurance to assure the protection contained in the foregoing indemnification undertaken by Synovia Solutions, LLC, A. Workers' Compensation subject to Statutory limits for the State of Florida with 0100,000 Employers Liability, B. Commercial General Liability insurance with limits of no fess than $1,000,000,00 per occurrence, $2,000,000 policy •aggregate, affording coverage for bodily injury, including death, and property damage, The certificate of insurance shall insure exposures arising cut of premises and operations, products and completed operations, personal injury and advertising liability, and include coverage for contingent and contractual exposures, This insurance shall be written on a primary and non-contributory wording, and shall list the City of Miami as an additional insured, C. Business Auto Liability protecting against bodily injury and property damage arising out of operation, maintenance or use of any auto, including owned, non -owned and hired automobiles exposures, with limits of not less than $1,000,000,00 per accident, The City shall appear listed as an additional insured on this coverage. D. Professional Liability/Errors and Omissions Insurance with limits of liability provided by such policy of no less than $1,000,000,00 per claim, $1,000,000 policy aggregate including retro date coverage. E. A Certificate of Insurance acceptable to the CITY shall be provided listing the above coverages and providing. 30 days prior written notice to the CITY in the oase of cancellation, The CITY shall be narned as an additional insured on all liabilities, except professional liability and workers' compensation coverage. A copy of the certificate shall be mailed to the CITY's Risk Management Department at the time SYNOVIA SOLUTIONS, LLC executes this Agreement. Cancellation for Convenience: The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to Synovia Solutions, LLC at least thirty (30) calendar days prior to the effective date of such termination, In such event, the City shall pay to Synovia Solutions, LLC compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Synovia Solutions, LLC for any additional compensation and expenses Incurred, other than that provided herein, and In no event shall the City be liable for any consequential or incidental damages. Synovia Solutions, LLC shall have no recourse or •remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. k) Assiepment;. Pagq 5 Synovia Solutions, LLC were selected for these services due to their particular and unique experience in the subject matter of this Agreement which Agreement is not freely assignable or transferable. This Agreement shall not be assigned, sold, transferred, or otherwise sold, by Synovia Solutions, LLC, in whole or in part, and Synovia Solutions, LLC shall not assign any part of its operations, without the prior written consent of the City Manager, which shall not be unreasonably denied. The City understands and accepts that this agreement may be considered as part of Synovia's collateral base for financing purposes and commitments with lenders may require the ability to assign this agreement to them. I) Medlation: This parties may, at their discretion, agree in writing to resolve any dispute between them arising under this Agreement by submitting such dispute to non —binding mediation by a certified mediator In Miami -Dade County, Florida. The parties shall split the cost of the mediator, The decision of the mediator shall not be binding. m) Contingency Clause: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to .allocate or appropriate funds, and/or change in applicable lavvs, city programs or policies , or regulations, upon thirty (30) days written notice, n) Force Majeure: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, Insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay In performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues, Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. o) pity Not Liable for Delayai Synovia Solutions, LLC hereby understands and agrees that in no event shall the City be liable for, or responsible to Synovia Solutions, LLC or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunotlon or other legal or equitable proceedings or on account of any delay(s) for any cause over whioh the City has no control. p) Use of Name: Pago 6 Synovia Solutions, LLC understands and agrees that the City is not .engaged in research for advertising, sales promotion, or other publicity purposes, Synovia Solutions, LLC is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project arid the name of the City. The Synovia Solutions, LLC agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. q) No Conflict of Interest: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Synovia Solutions, LLC hereby certifies to the City that no Individual member of Synovia Solutions, LL.C, no employee, and no subcontractors under this Agreement or any immediate family member of any of the same is also a member of any board, commission, or agency of the City, Synovia Solutions, LLC hereby represents and warrants to the City that throughout the term of this Agreement, Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code. r) No Third -Party Beneficiary.; No persons other than the Synovia Solutions, LLC and the City (and their successors and assigns) shall have any express or implied third -party beneficiary rights whatsoever under this Agreement. wan yvtgoo s) Survival: JAM AO obligations obligations (including but not limited to indemnitV"Tn"r6I5ligeitions to defend and hold harmless) and rights of any party arising during orattributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination, t) Rwesentation and Warranty: Synovia Solutions, LLC hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Synovia Solutions, LLC under this Agreement are and will continue to be accurate, complete, and current. Synovia Solutions, LLC understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was Increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. u) Counterparts: Thls Agreement may be executed In three or more counterparts, each of which shall oonstitute an original, but all of which, when taken together, shall constitute one and the sarne agreement, Pago 7 IN WITNESS. WHEREOF, the parties hereto have caused this Instrument to be executed by their respective officials thereunto duly authorized. Synovia. Solutions, LLC: CITY OF MIAMI, a municipal corporation: BY: BY: Daniel J. Alfonso, City Manager DATE: '7- 3 - 1 6 DATE: ATTEST: Robert M. Kearns II, VP & CFO Corporate ecretary/NOtary Public ATTEST: Todd Hannon, City Clerk Corporate Seal/Notary Seal GLOOM J. NOTARY PU131.10 Mt, ST* 2,EIN,QpitA Page 8 APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney