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2015-75 GPS Fleet Management Services ContractRESOLUTION 2015 -75 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A CONTRACT AWARD TO SYNOVIA SOLUTIONS, LLC FOR GPS FLEET MANAGEMENT SERVICES PURSUANT TO PRICING ESTABLISHED BY AN EXISTING CONTRACT WITH THE ST. LUCIE COUNTY SCHOOL DISTRICT; AUTHORIZING THE MAYOR TO EXECUTE A CONTRACT FOR SUCH SERVICES; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village wishes to retain the services of a firm to equip all Public Works vehicles with GPS fleet management devices; and WHEREAS, Village Administration recommends that a contract be awarded to Synovia Solutions, LLC at total annual cost of $34,026.60 ($6,805.32 annually for five years) pursuant to pricing established by an existing contract with the St. Lucie County School District (RFP 15 -08); and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the residents and citizens of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council hereby approves a Contract with Synovia Solutions, LLC for GPS fleet management services for the Public Works Department pursuant to pricing established by an existing contract with the St. Lucie County School District (RFP 15 -08) for a five year term at a total cost of $34,026.60 ($6,805.32 annually for five years), with funds expended from Account No. A6018 -33491 (Public Works Administration — Contractual Services). The Village Council further authorizes the Mayor to execute the Contract on behalf of the Village. Section 3. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 22ND DAY OF OCTOBER, 2015. (Village Seal) MAYO ATTEST: VILLAGE CLERK sy nov1 a: solutiorls 9330 Priority Way West Drive Indianapolis, IN 46240 Phone: 317- 208 -1700 Toll Free: 1- 877 - 796 -6842 Fax: 317- 208 -2202 MUNICIPAL SYNSURANCE AGREEMENT No: 4 ®57 Customer Legal Name Term of Agreement: ® 60 Mo. Number of Vehicles: 30 Customer Billing Address (If different) Village of North Palm Beach THIS AGREEMENT COVERS THE FOLLOWING: SILVERLINING SOFTWARE EQUIPMENT LIST ❑x Core Track & Trace Address ❑ Comparative Analysis LMU: 2620 19 Address 3030 11 501 U.S. Highway 1 Peripheral City County City County North Palm Beach Palm Beach with the St. Lucie County School District in response to RFP 15 -08. METHOD OF PAYMENT RATE PER UNIT State Zip Code Applicable Sales Tax $ 0.00 State Zip Code Florida 33408 AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON, EXCEPT AS PROVIDED HEREIN. AUTHORIZATION Location Contact: Phone Authoriz d ig ature ate Fax Salesperson Brian R. Moree 561- 691 -3440 J Authorized Si ner's P nted am le Peter Nemeth Tax ID# PO Number if applicable): PO Expiration Date: CONTRACT DURATIONNEHICLES Term of Agreement: ® 60 Mo. Number of Vehicles: 30 Effective Date upon installation Tax Exempt: ❑ No X Yes (Attach Certificate) THIS AGREEMENT COVERS THE FOLLOWING: SILVERLINING SOFTWARE EQUIPMENT LIST ❑x Core Track & Trace TYPE QTY ❑ Comparative Analysis LMU: 2620 19 ❑ Time and Attendance 3030 11 * Engine Diagnostics Peripheral Other: Carrier: ❑ Synovia ❑x Verizon Installation: © Synovia © Customer SPECIAL INSTRUCTIONS: Data not included. Data covered by Verizon, billed separately contact Rosemarie Hylton, rosemarie.hvltonCaD-vzw.com. Pricing is established pursuant to an existing Contract with the St. Lucie County School District in response to RFP 15 -08. METHOD OF PAYMENT RATE PER UNIT Base Payment $ 21.87 X- Number of Vehicles 19 = Total $ 415.53 Base Payment $ 13.78 X Number of Vehicles 11 = Total $151.58 Applicable Sales Tax $ 0.00 Total $567.11 9 Monthly ❑ Quarterly ❑ Annually ❑ ACH ❑ Credit Card ❑ Check PLEASE READ BEFORE SIGNING: THE CUSTOMER AGREES TO RENT FROM VENDOR THE EQUIPMENT LISTED ABOVE. THE CUSTOMER AGREES TO ALL TERMS AND CONDITIONS CONTAINED IN THIS RENTAL AGREEMENT. THE CUSTOMER AGREES THIS RENTAL AGREEMENT IS FOR THE RENTAL TERM INDICATED ABOVE AND CANNOT BE CANCELLED FOR ANY REASON, EXCEPT AS PROVIDED HEREIN. AUTHORIZATION C1o�mp /aany Full Name (Please P7rriiinntt)�� Authoriz d ig ature ate Au o zeddRR presentative of S nov' 1 J Authorized Si ner's P nted am le 6 �f � lz- Synovia Solutions, LLC v4.1 Please Return Original Signed Documents to Synovia Sales Administrator Page 1 RENTAL AGREEMENT TERMS AND CONDITIONS 1. OWNERSHIP OF EQUIPMENT. Synovia Solutions, LLC (hereinafter referred to as "Vendor ") is the sole owner and titleholder to the Equipment. The Equipment consists of the unit(s), all peripherals, and /or connections and supplies used,for installation. This Agreement constitutes a lease or bailment and is not a sale or the creation of a security interest. Customer shall not have, or at any time acquire, any right, title or interest in the Equipment, except the right to possession and use as provided in this Agreement. 2. RENT. The Customer agrees to pay Vendor the rental payment when due. If any payment is more than ten (10) days late, the Customer agrees to pay a late fee of ten percent (10 %) or Ten Dollars ($10), whichever is greater, on the overdue amount. Customer also agrees to pay Twenty -Five Dollars ($25) for each check or ACH that the bank returns for insufficient funds or any other reason. Vendor shall have the right to increase the rent upon renewal or extension of this Agreement. Vendor shall notify Customer of the rental increase forty -five (45) days before the expiration of the Initial Term. 3. SYNSURANCE. Vendor warrants to provide to Customer at no cost the following: Automatic quarterly updates with new features, map data, patches and hot fixes; 6 months of "bread crumb" data plus 2 years of reporting; Proactive trouble shooting on a weekly basis; hardware script updates twice per year; Uptime at 99% or Vendor will provide a credit for one days charge for the entire fleet; Lifetime hardware warranty with replacements; 2% spares on site with spare replacement within 48 hours; First occurrence fix or Vendor will provide a credit for once days charge for the entire fleet. 4. NON - APPROPRIATION OF FUNDS. The Customer affirms that funds can and will be obtained in amounts sufficient to make all Synsurance Agreement Payments during the Agreement term. The Customer hereby covenants that it will do all things within its power to obtain, maintain and properly request and pursue funds from which the Synsurance Agreement payments and payments for other related charges, if any, may be made, specifically including in its annual budget requests amounts sufficient to make such payments for the full Synsurance Agreement term. The Customer intends to make all such payments for the full Synsurance Agreement term if funds are legally available for that purpose. If your official governing body does not allot funds for the succeeding fiscal year to continue such payments under the Synsurance Agreement, and you have no other available funds to continue making such payments under the Synsurance Agreement or to purchase, lease or rent other equipment or services to perform functions similar to those performed by the Equipment under this Agreement, you may terminate the Synsurance Agreement at the end of the then current fiscal year, by giving ninety (90) days prior written notice to Vendor, and enclosing therewith a sworn, notarized statement that the foregoing conditions exist. The foregoing shall be the sole circumstance in which the Customer will not be legally obligated to continue making such payments beyond the end of the then current fiscal year. Upon the occurrence of this event, if any Synsurance Agreement is terminated by the Customer in accordance with this paragraph, you agree (i) not to purchase, lease or rent personal property to perform the same or similar functions as, or functions taking the place of, those performed by the Equipment under this Synsurance Agreement, and (ii) not to permit such functions to be performed by your own employees or by any agency, contractor, service provider or other entity affiliated with or hired by you, for a period of three hundred sixty (360) days; provided, however, that these restrictions shall not be applicable in the event that the Equipment under this Synsurance Agreement is sold by Us and the amount received from such sale, less all costs of such sale, is sufficient to pay the then balance otherwise then due from you under this Synsurance Agreement. If the application of these restrictions would affect the validity of this Synsurance Agreement, you agree to provide us with an opinion of your counsel relating to the circumstances of non - appropriation. Upon the occurrence of this event, you shall, at your cost and expense, both restore the Equipment to its original condition (excepting only reasonable wear and tear) and return it to us in accordance with the terms set forth in Section III of this Addendum. Upon termination of the Synsurance Agreement by reason of non - appropriation of funds as provided herein, you shall not be responsible for the payment of any additional Agreement Payments coming due with respect to succeeding fiscal years. However, (a) you shall continue to remain responsible for the payment of all past due payments and other obligations that accrued under the Agreement prior to the end of the 90 -day notice period referred to above; and (b) if you have not delivered possession of the Equipment to us at your expense and conveyed title to us or your interest in the Equipment to us within ten (10) days after the termination of the applicable Synsurance Agreement, the termination shall nevertheless be effective, but you shall be responsible for the payment of damages in an amount equal to the amount of the Synsurance Agreement payments thereafter coming due under the Agreement that are attributable to the number of days after such ten (10) day period during which you fail to take such actions, plus all other losses suffered by us as a result of your failure to take such actions as required. Non - Appropriation under one Synsurance Agreement shall not affect the validity or enforceability or any other Synsurance Agreement or contract between you and us. 5. LIABILITY AND INSURANCE. The Customer is responsible for any losses or injuries caused by the Equipment. Customer assumes all risk and liability for the loss or damage to the Equipment or the injury to any person or property of another, and for all risks and liabilities arising from the use, operation, condition, possession or storage of the Equipment. The Customer must continue to make rental payments through the entire term of this Agreement and may not cancel this Agreement for any reason, even if the Equipment has been damaged or destroyed. Vendor is not responsible for any losses or injuries caused by the installation or use of the Equipment. The Customer promises to keep the Equipment fully insured against loss and maintain insurance that protects Vendor from liability for any damage or injury caused by the Equipment or its use. Upon the request of Vendor, the Customer shall provide Vendor evidence of insurance showing Vendor as the loss payee. If the Customer fails to provide such evidence within fifteen (15) days, the Customer authorizes Vendor to obtain coverage on its behalf, or alternatively, Vendor may choose to self- insure. In either case, Customer authorizes Vendor to add an insurance surcharge to the Customer's rent. Customer authorizes Vendor to file claims and endorse insurance checks on the Customer's behalf. This Synsurance Agreement specifically excludes damages or loss due to theft, vandalism, any use outside normal wear and tear, Acts of God, or other circumstances outside the control of Synovia. This agreement also excludes loss due to changes to cell phone providers, coverage area changes or other changes to cell phone or internet availability. Customer understands and accepts that the hardware devices are carrier specific and any changes to the carrier might results in non - performance of the hardware devices. Customer agrees that Synovia is not responsible for any loss or damage due to changes to the cell carrier provider. 6. USE, MAINTENANCE, AND CARE OF EQUIPMENT. The Customer shall be entitled to the absolute right to the use, operation, possession, and control of the Equipment during the term of this Agreement, provided Customer is not in default of any provision of this Agreement. The Customer shall assume all obligation and liability with respect to the possession of the Equipment, and for its use and operation during the rental term. Customer agrees to reimburse Vendor in full for all damage to the Equipment arising from any misuse or negligent act by Customer, its employees, or its agents. Except for the instance of misuse or negligence, Vendor assumes full responsibility for the performance of the hardware and software and any defective or non - functioning hardware (except wiring) will be replaced at no cost to the customer, provided the Customer is not in payment default. Synovia Solutions, LLCv4.2 Please Return Original Signed Documents to Synovia Sales Administrator Page 2 7. LOCATION OF EQUIPMENT. The Customer will allow Vendor or its agents to inspect the Equipment at any reasonable time where it is located. If the Equipment is not being properly maintained in the sole opinion of Vendor, Vendor shall have the right, but not the obligation, to have it repaired or maintained at a service facility at the expense of Customer. 8. ASSIGNMENT. The customer has no right to sell, transfer, encumber, sublet, or assign the Equipment or this Agreement. Vendor may sell, transfer, or assign this Agreement without the Customer's consent. In the event of assignment by Vendor, assignee shall have all the rights, powers, privileges, and remedies of Vendor set forth in this Agreement, but none of the obligations (including but not limited to service or maintenance obligations). Customer agrees not to raise any claim or defense against Vendor or such assignee arising out of this Agreement as a defense, counterclaim or offset to any action by assignee for the unpaid balance of payments due or to become due under this Agreement or the possession of the Equipment. Vendor shall assign to Customer all manufacturers, Vendor or supplier warranties applicable to the Equipment to enable Customer to obtain any warranty service available for the Equipment. Vendor appoints Customer as Vendor's attorney -in -fact for the purpose of enforcing any warranty. Any enforcement by Customer shall be at the expense of Customer and shall in no way render Vendor responsible to Customer for the performance of any warranties. This Agreement and each of its provisions shall be binding on and shall insure to the benefit of the respective heirs, devises, executors, administrators, trustees, successors and assigns of the parties to the Agreement. 9. DEFAULT. If the Customer does not pay any amount when due or perform any obligation required under this Agreement, the Customer will be in default. If the Customer defaults, Vendor can demand that the Customer pay the remaining balance of the Agreement and return the Equipment at the Customer's expense. At Vendor's option, Vendor may repossess the Equipment. Customer waives any rights that Customer may have to notice before Vendor seizes any of the Equipment and waives any requirement that the Vendor post a bond in connection with such seizure or possession. In addition, if the Customer breaks any promise in this Agreement, Vendor can use any remedies available to Vendor under the Uniform Commercial Code or any other applicable law. The exercise of one remedy shall not be deemed to preclude the exercise of any other remedy. No failure or delay on the part of Vendor to exercise any remedy or right shall operate as a waiver. Acceptance by Vendor of rent or other payments made by Customer after default shall not be deemed a waiver of Vendor's rights and remedies arising from Customer's default. The Customer promises to pay reasonable attorney's fees and any costs associated with any legal action or action to repossess the Equipment or to enforce or interpret any provision in this Agreement. This action will not void the Customer's responsibility to maintain and care for the Equipment. 10. CHOICE OF LAW, FORUM AND JURY WAIVER. The Customer agrees that this Agreement will be governed by and construed in accordance with the laws of the state of Florida with venue in Palm Beach County. Vendor and Customer waive the right to trial by jury in the event of a lawsuit. All judicial proceedings arising under this Agreement shall be adjudged by any court having jurisdiction over the Customer or the Customer's assets, all at the sole election of the Vendor or its assignee. 11. RENEWAL. After the initial term or any extension thereto, this Agreement shall automatically renew on a month to month basis unless the Customer notifies Vendor in writing by Certified Mail, UPS or Express Delivery directly to Vendor at the address on the front of this Agreement at least thirty (30) days prior to the expiration of the initial term or extension that the Customer does not choose to renew. No other manner of communication is acceptable. Upon the expiration date of this Agreement, Customer shall relinquish the Equipment to Vendor together with all accessories, free from damage and in the same condition. and appearance as when received by Customer, allowing for ordinary wear and tear. The Customer agrees to pay removal charges. If Customer fails or refuses to relinquish the Equipment to Vendor, Vendor shall have the right to take possession of the Equipment and for that purpose to enter any premises where the Equipment is located without being liable in any suit, action, defense or other proceeding to Customer. The Customer must pay additional rental payments due until Vendor or its agents receive the Equipment. 12. RIGHTS TO DATA. Vendor retains the rights to anonymous summary data analysis and to share analysis with 3rd parties. Vendor will not identify the data source as being from the Customer nor portray the data in such a manner as to identify the Customer. Customer agrees that Vendor shall own all compilations or analysis of the data created by or for Vendor. From time to time, Vendor may receive data or information requests or subpoenas from third parties, either as a result of an investigation or pending litigation. Customer hereby consents to Vendor's disclosure of such data or information requested pursuant to a valid and enforceable document request or subpoena. Customer agrees that it shall not be entitled to notice of such disclosure except as required by applicable state or federal law. 13. OTHER RIGHTS. The Customer agrees that Vendor's delay or failure to exercise any rights does not prevent Vendor from exercising them at a later time. If any part of this Agreement is found to be invalid, then it shall not invalidate any of the other parts, which shall remain valid and in full force and effect, and the Agreement shall be modified to minimum extent provided by law. 14. ENTIRE AGREEMENT, AMENDMENT, SEVERABILITY. This Agreement represents the Entire Agreement between Vendor and the Customer. Any amendment, waiver or charges will bind neither Vendor nor the Customer, unless agreed to in writing and signed by both parties. No agreement, representations or warranties, other than those specifically set forth in this Agreement shall be binding on any of the parties unless set forth in writing and signed by both parties. 15: ACH /DIRECT DEBIT. Customer agrees to enroll for automatic payment via credit card or direct debit ACH if payment is less than $250 per month. Customer agrees to execute separate ACH /Direct Debit Form if this condition applies. 16. MANNER OF EXECUTION. Facsimile or electronic signatures shall be deemed fully enforceable valid signatures as if such signatures were originals as of the date executed. Customer Initials Synovia Solutions, LLC v4.2 Please Return Original Signed Documents to Synovia Sales Administrator Page 3