R2020-78 GPS Fleet Management Services ContractRESOLUTION 2020-78
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 IN AN EXISTING SOURCEWELL CONTRACT;
AUTHORIZING THE VILLAGE MANAGER TO EXECUTE A CONTRACT FOR
SUCH SERVICES; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Village wishes to install new GPS Units in all non -emergency Village vehicles; and
WHEREAS, Village Staff recommended that a contract be awarded to Synovia Solutions, LLC for a
three-year term at total annual cost of $10,218.36 pursuant to pricing established in an existing
Sourcewell Contract (Contract No. 022217 -SSL); 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 all non -emergency Village vehicles pursuant to pricing established in an
existing Sourcewell Contract (Contract No. 022217 -SSL) for a three-year term at a total annual cost
of $10,218.36 ($30,655.08 over the term of the Contract), with funds expended from Account No.
A6018-33491 (Public Works Administration — Contractual Services). The Village Council further
authorizes the Village Manager to execute the Contract and all required documents for such services.
Section 3. All resolutions or parts of resolui
repealed to the extent of such conflict.
Section 4.
This Resolution shall take effect irr
PASSED AND ADOPTED THIS I�OTH DAY OF
(Village Seal)
ATTEST:
VILLAGE CLERK
)y
DocuSign Envelope ID: 7101CC9C-9B24-4F82-8D90-64F1F5F923AA
synovia,
9330 Priority Way West Dr
Indianapolis, IN 46240
Phone: 317-208-1700
Toll Free: 877-796-6842
Fax: 317-208-2202
GOVERNMENT
AGREEMENT
No: 23080
Customer Legal Name
Customer Billing Address (If different)
Village of North Palm Beach
Village of North Palm Beach Accounts Payable
Address
Address
501 US Hwy 1
City
County
City
County
North Palm Beach
Palm Beach
State
Zip Code
State
Zip Code
Florida
33408
Location Contact:
Phone
Fax
Salesperson
Midline Civil
561 742 6600
Peter Nemeth
Tax ID# ❑ K-12 Nx Other MunicipalPO Number (if applicable):
CONTRACT DURATION / NUMBER OF VEHICLES
Term of Agreement Upon Customer's Receipt of 151 invoice: ® 36 Mo.
Effective Date: First of the month following the shipment of the Equipment to the Customer]
Total Number of Vehicles: 43
Tax Exempt: ❑ No M Yes (Attach Certificate)
SOFTWARE EQUIPMENT LIST
Nx Core Track & Trace ❑ Ridership TYPE QTY
❑ Comparative Analysis ❑ Fuel Card LMU: 3030 24
❑ Time and Attendance ❑ ELD 3640 19
0 Engine Diagnostics ❑ DVIR Peripheral:
❑ Turn by Turn Navigation ❑ Inspection
❑ Here Comes The Bus Other:
Carrier: 0 Synovia ❑ Verizon ❑ Sprint ❑ AT&T
Installation: ❑X Synovia 3640 N Customer 3030
SPECIAL INSTRUCTIONS: The Synovia Sourcewell contract # 022217 -SSL pricing applies.
This Agreement is a renewal and consolidation of the following agreements between the Customer and Vendor (the agreements listed below are,
collectively, the "Previous Agreements"):
• Government Agreement No. 16951
• Government Agreement No. 11243
• Government AgreementNo.11255
• Government Agreement No. 4057
• Government Agreement No. 17424
All Previous Agreements shall terminate upon Customer's receipt of the first invoice under this Agreement. Termination of the Previous
Agreements does not relieve Customer of its payment obligations due under those Previous Agreements prior to termination. Termination of the
Previous Agreements is without prejudice to any of the Vendor's rights, powers, privileges, remedies and defenses, now existing or hereafter
arising, all of which are hereby expressly reserved.
Customer is renewing the Software and Equipment listed above for 36 months, at the Rate and Method of Payment below under this Agreement.
Vendorwill replace all of Customer's existing 24, LMU 3030s and 19 LMU 4200 with 244G [MU 3030 and 194G LMU 3640]. Vendor will ship and install
the units under this Agreement as soon as operationally feasible and at the sole discretion of the Vendor. Customer shall return all 4200 series
devices in its possession, including any spares, to Vendor at the address above. Vendor will provide a shipping label forthe return of the 4200 series
devices.
RATE AND METHOD OF PAYMENT
Synovia Solutions, LLC v20.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator Page 1
Doa
Sign Envelope ID: 7101CC9C-9B24-4F82-8D90-64F1F5F923AA_
24 - $366.00
❑x Monthly
o yiii — y ..,.�.,
.0 u — —..__
Base Payment $ 25.57
X Number of Vehicles 19 = $485.83
❑ Quarterly
Base Payment $
X Number of Vehicles = $__
❑ Annually
Total Rental Payment $851.83 _
❑ Check
Applicable Sales Tax $_N/A
❑ ACH
Total Monthly Rental Payment $851.83 _
❑ Credit Card
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
Iny Full Name (Please Print)
n
Synovia Solutions, LLC
Author'ted Signa r //A
Date
AutF�eri2ed Re res ntati e of Synovia Solutions, LLC Date
LIJ
/2
December 18, 2020
Adthorized Signer's Printed Name
Title
Printed Name
Arym Diamond
Title
Chief Revenue Officer
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DocuSign Envelope ID: 7101CC9C-9624-4F82-8D90-64F1F5F923AA ;NT 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. During the term of this Agreement 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; 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. TAXES AND FEES. This is a net rental. Customer agrees to pay on or before their due dates, all sales taxes, use taxes, personal property taxes, and
assessments or other direct taxes or governmental charges imposed on the property or leveled against or based on the amount of rent to be paid under the
Agreement or assessed in connection with this Agreement, even if billed after the end of the rental period.
5. NON -APPROPRIATION OF FUNDS. The Customer affirms that funds can and will be obtained in amounts sufficient to make all 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 payments may be made, specifically including in its annual budget requests amounts sufficient to make such payments for the full
Agreement term. The Customer intends to make all such payments for the full Agreement term if funds are legally available for that purpose. If either
sufficientfunds are not appropriated to make payments or any other amounts due under this Agreement or (to the extent required by applicable law) this
Agreement is not renewed either automatically or by mutual ratification, thisAgreement shall terminate and you shall not be obligated to make payments
under this Agreement beyond the then -current fiscal year for which funds have been appropriated. Upon such an event, you shall, no later than the end
of the fiscal year for which payments have been appropriated or the term of this Agreement has been renewed, deliver possession of the Equipment to
Vendor. If Customer fails to deliver possession of the Equipment to Vendor, the termination shall nevertheless be effective but Customer shall be
responsible, to the extent permitted by law and legally available funds, for the payment of damages in an amount equal to the portion of payments
thereafter coming due that is attributable to the numberof days after the termination during which Customer fails to deliver possession and for any other
loss suffered by Vendor as a result of Customer's failure to deliver possession as required. Customer shall notify Vendor in writing within seven days after
(i) its failure to appropriate funds sufficient for the payment of the Payments or (ii) to the extent required by applicable law, (a) this Agreement is not
renewed or (b) this Agreement is renewed by Customer (in which event this Agreement shall be mutually ratified and renewed), provided that failure to
give.any such notice under clause (i) or (ii) of this sentence shall not operate to extend this Agreement or result in any liability to Customer. Non -
Appropriation under one Synsurance Agreement shall not affect the validity or enforceability or any other Synsurance Agreement or contract between
you and us.
6. 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. 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 damapP due to changes tathe cell carrier provider or the use of third -party hardware, services or
software bythe Customer. IN NO EVENT SHALL VENDOR'S AGGREGATED LIABILITY TO THE CUSTOMER UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE
OF ACTION OR THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY THE CUSTOMER TO VENDOR UNDER THIS AGREEMENT OVER THE PRIOR 12 MONTHS.
VENDOR SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOSS OF OR DAMAGE TO THE CUSTOMER'S VEHICLES OR ASSETS OR LOSS OF PROFITS, REVENUES OR DATA, EVEN IF VENDOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. 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. Customer acknowledges full
cooperation in the RMA process outlined on the Support page of the Synovia Solutions website. Install Labor is not included.
8. 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.
9. 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
Synovia Solutions, LLC v20.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator Page 3
DocuSign Envelope ID: 7101CC9C-9824-4F82-8D90-64F1F5F923AA )ective heirs, devises, executors, administrators, trustees, successors and assigns of
the parties to the Agreement.
10. CONFIDENTIAL INFORMATION.
a. "Confidential Information" is information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party"), that is identified
as confidential or which by its nature or circumstances of disclosure a reasonable person would believe to be confidential. Confidential
Information may also include third party information in the possession of the Disclosing Party.
b. Obligations. Receiving Party shall, with respect to any Confidential Information of the Disclosing Party: (i) use the Confidential Information
solely for the purpose of exercising its rights or performing its obligations described in this Agreement, (ii) not disclose or provide access to
the Confidential Information to any third party except as authorized by this Agreement, (iii) use the same degree of care to protect the
Confidential Information as the Receiving Party uses to protect its own Confidential Information of like nature, but at least reasonable care,
and (iv) restrict access to the Confidential Information to such of its personnel, agents, or consultants who have an identifiable need for
such access and are bound by a written non -disclosure agreement that contains restrictions at least as protective as those set forth herein,
provided that Receiving Party will remain responsible to the Disclosing Party for any violation hereof by its personnel, agents or consultants.
c. Exceptions. Section 10(b) of this Terms and Conditions (Obligations) will not apply to information that: (i) is or becomes publicly available
through no fault of the Receiving Party, (ii) is rightfully communicated to the Receiving Party by persons not bound by confidentiality
obligations, (iii) is already in the Receiving Party's possession, free of any confidentiality obligations at the time of disclosure, or (iv) is
independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may
disclose the Disclosing Party's Confidential Information: (A) in response to a judicial or governmental order, provided it shall first give notice
to the Disclosing Party (unless such notice is precluded by the order or by applicable law) so to enable Disclosing Party to seek a protective
order at no cost to the Receiving Party, (B) as required by applicable law, or (C) in order to establish the Receiving Party's rights under this
Agreement, including to make such court filings as may be required; provided that in the case of each of the foregoing, the Receiving Party
reasonably minimizes such disclosures to the extent legally permissible.
11. 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.
12. 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 in which Vendor is headquartered or, if this Agreement has been assigned by Vendor, the state in which the assignee is headquartered. Vendor
and Customer waive the right to a 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.
13. 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 to: Synovia Solutions/CalAmp, Attn: Customer Success, 9330 Priority
Way West Drive, Indianapolis, IN 46240 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 paymentsdue until Vendor or its agents receive the Equipment.
14. 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.
15. 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.
16. 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.
17. 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. Further, there will be a $7 per invoice charge if invoiced through the
mail. There is no invoicing charge if invoiced electronically by email.
18. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., "pdf'
or "tif', including DocuSign®) format, will be effective as delivery of a manually executed original counterpart of this Agreement.
19. INSTALLATION SURCHARGE. The total monthly rental price on this Synsurance Agreement includes one visit (at a mutually agree upon date) by the
Vendor or its authorized Contractor to install the contracted hardware and peripherals. If Vendor or its assigned Contractor is requested by Customer to
return after the initial visit to install hardware on vehicles or assets, Customer agrees to pay $750 per Installer per day for Installation services.
20. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING ANEW ACCOUNT: To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.
Synovia Solutions, LLC v20.0 Muni Please Return Original Signed Documents to Synovia Sales Administrator Page 4
DocuSign Envelope ID: 7101CC9C-9624-4F82-8D90-64F1F5F923AA i) if you are a legal entity, your name, address, and other information that will allow
us to identify you; (ii) if you are an individual, your name, address, and date of birth. We may also ask to see your driver's license or other identifying
documents.
21. COMPARATIVE ANALYSIS. If Customer is utilizing Comparative Analysis, Vendor requires that the Customer meets Vendor's requirements for a currently
supported Operating System and a spatially accurate map. Vendor will have final approval in those requirements and specifications.
22. TIME LIMITED PROMOTION. In the event of a time limited promotion, revisions or modifications to this Synsurance Agreement will not be permitted.
Customer Initials J.0
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