HomeMy WebLinkAboutExhibitA*
ANNIE PEREZ, CPPO DANIEL J. ALFONSO
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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 RFIP 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, LLO includes City of Miami legal requirements, The term of this Agreement is as stated In
Section titled Contract DurationAlefilcles 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) synovila So.lut! 3.1�es b�nsi ffigw
X Synovia Solutions, LLC in preparation, will identify stakeholders, review and confirm all
contractual requirements, identify
ify potential project risks and mltigotlon strategies, review
change order procese(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, LLC 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, providehard 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 helpdesk support, support protocols. Severity levels, alternate contact 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) Indomnification:
M
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-atid-appellateAev(,,Is-arising-out-of-or-in-oonnection-with-lhe-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, LL.0 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 Inspoet! o_n_R_JA_t1La And Rat'OnLig
Synovia Solutions, LLC hereby agrees arid 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 Linder 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 publlo, records on the game terms and
conditions that the public agency would provide therecords and at a cost that
does not exceed the cost provided In this chapter or as otherwise provided by
law.
3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized
by law.
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 public 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,
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 mIn1rnLIM 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 Linder the City Pensioa 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 cons -trued 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 and employees.
Page 3
9) Mo—tices;
TO THE CITY:
Daniel J. Alfonso
City Manager
3500 Pan American Drive
Miami, Florida 33133
Victoria M(§ndez
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) lira le Law, Venue and. Aftorney'_aFoes:
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 attomey'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 Agreemont relating to the activities,
undertakings and operations being conducted pursuant to this Agreement,
h) E, ual EmRIoyM0JqXj?ortu
In the performance of this Agreement, Synovia Solutions, LLC shall not discriminate against any firm, employee or
applicant for ernployment or any other firm or Individual in providing services because of sox, age, race, color,
religion, ancestry, disability, or national origin,
Page 4
1) Insurance:
Synovia Solutions, LLC shall provide and maintain in force at all times during the Agreement
with the City, such insurance, Including Workers' Compensation and rmployer'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. Wd*ers' Compensation subject to Statutory limits for the State of Florida with $100,000
Employers Liability.
B. Commercial General Liability Insurance with limits of no less than $1,000,000,00 per
occurrence, $2,000,000 policy aggregate, affording coverage for bodily injury, Including
death, and property damage, The certificate of insurance shall insure exposures arising out.
of premises and operations, products and completed operations, personal injury and
advertising liability, and include coverage for contingent and contractual exposures, This
insurance shall be written on a prii-nary and non-contributory wording, and -shall list the City
of Miami as an additional insured,
C. Business Auto Liability protecting against bodily injury and property damage arising out of
operation, maintenance or use of any auto, including owned, non -owned and hired
automobiles exposures, with limits of not less than--$ 1, WO, 000,00 per accident. The City
shall appear listed as an additional insured on this coverage.
D. Professional LiabilitylErrors and Omissions Insurance with limits of liability provided by such
policy of no less than $11,000,000,00 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 case of cancellation,
The CITY shall be named 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,
Ji) _Q_a1iq21I_at1onfor Coqpv_en1qncq:
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) ss I __ mo t.
Page 5
Synovia Solutions, LILC were selected -for these services due to their particular and unique
experience ]n 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 maybe considered
as part of 8ynovia's collateral base for financing purposes and commitments with lenders may
require the ability to assign this agreement to them.
1) —Madlatlow.
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
n) Farce iVlaiuu�ree
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 beat efforts to rectify any condition causing such delay and shall cooperate with the other
party to overcome any delay that has resulted.
o) Oy Not lLlalblefor Dela yl—
Synovia Solutions, LLC hereby understands and agrees that in no event shall the City be liable
for, or responsible to Synovia Solutions, LL.0 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 injunction or other legal or equitable
proceedings or on account of any delay(s) for any cause over which 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 and 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
speolfic nature without prior written consent of the City Manager or the City Commission,
No Confli t, 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 Bengficia
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.
Aqnd _V-1 I Oulauq YWOO
JAN
All obligations (including but riot limited to indemnIt7"a6P'61i ,igations to defend and hold
harmless) and rights of any party arising during or -attributable to the period prior to expiration or
earlier termination of this Agreement shall Survive such expiration or earlier -termination.
t)an—tc.
Synovia Solutions, LLC hereby certifies, represents and warrants to the City that oil 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.
") Count, rparts:,
This Agreement may be executed :In three or more counterparts, each of which shall constitute
an original, but all of which, when taken together, shall constitute one and the same agreement.
Page 7
IN WITNESS. WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized.
Synovia Solutions, LLC,.
By.
Robert M. Kearns 11, VP & CFO
DATE: -7-13-16
ATTEST:
41�&"
Corporate e&cretary/Ndtary Public
Corporate Seal/Notary Seal
Dago 8
CITY OF MIAMI, a municipal corporation:
BY:
Daniel J, Alfonso, City Manager
�DAA E:
ATTEST:
Todd Hannon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann -Marie Sharpe, Director
Risk Management
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria M6ndez, City Attorney