Loading...
HomeMy WebLinkAboutReso 2025-3888RESOLUTION NO. 2025 - A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH ETA PHI SYSTEMS, INC., d/b/a ETA TRANSIT SYSTEMS FOR TRANSIT ASSET MANAGEMENT AND INTELLIGENT TRANSPORTATION SYSTEMS SOFTWARE, IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED SEVENTY-EIGHT THOUSAND ONE HUNDRED SEVEN DOLLARS AND NO CENTS ($478,107.00); AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach (the "City") is committed to enhancing the efficiency, reliability, and responsiveness of its public transportation services; and WHEREAS, Brevard County, FL, issued a Request for Proposal for In$elligent Transportation System ("ITS") Software, and entered into an Agreement with ETA PHI stems, Inc., d/b/a ETA Transit Systems (the "Vendor") was awarded the contract to provide 21 services; and WHEREAS, the Vendor is a leading provider of fixed -route Computer -Aided Dispatch ("CAD") and Automatic Vehicle Location ("AVL") software, offering cloud -based ITS solutions that enable real-time vehicle tracking, data analysis, and operational optimization (collectively the "SPOT System"); and WHEREAS, the Vendor's SPOT System integrates with existing onboard hardware on the City's shuttle buses and will provide fixed base route system, GTFS-RT (Real-time GPS/Arrivals- Departures), automatic voice announcements (AVA), infotainment LCD screens, digital vehicle inspection records (DVIR), and onboard cellular routers; and WHEREAS, the Vendor is a licensed and insured company who have expressed their ability and desire to provide the SPOT System; and WHEREAS, the SPOT System will be procured utilizing the same pricing and terms and conditions under Brevard County's Contract No. RFP -519-15; and WHEREAS, pursuant to Section 62-13 (C) of the City's Code of Ordinances, "Purchases made under state general service administration contracts, federal, county or other governmental contracts or competitive bids with other governmental agencies" are exempt for the competitive bidding procedures; and WHEREAS, the City Commission wishes to approve a five (5) year Agreement with the Vendor for the SPOT System and recurring subscriptions, in an amount not to exceed Four Hundred Seventy -Eight Thousand One Hundred Seven Dollars and No Cents ($478,107.00), attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: @BCL@1429BE21 Page 1 of 2 410 Section 1. Approval of Agreement. The City Commission hereby approves an Agreement with with the Vendor for the SPOT System and recurring subscriptions, in an amount not to exceed Four Hundred Seventy -Eight Thousand One Hundred Seven Dollars and No Cents ($478,107.00), attached hereto as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 18th day of p tuber, 2025. Larisa Svechin, Mayor ATTEST: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: e Mauri io Betancur, MC, City Clerk AI in E. Boileau for Nabors, Giblin & Nickerson, P.A., City Attorney Moved by: VICS e 6WA' Seconded by: Vote: / Mayor Svechin ✓ (Yes) Vice Mayor Lama • (Yes) Commissioner Joseph (Yes) Commissioner Stuyvesant (Yes) Commissioner Viscarra (Yes) (No) (No) (No) (No) (No) @BCL@1429BE21 Page 2 of 2 411 TRANSIT ' if a Q What drives you? Ut � V Table of contents Table of contents ..................... Salesagreement............................................................................................................................................................................1 Parties..........................................................................................................................................................................................1 Overview.................................................................................................................................................................................:...1 Definitions....................................................................................................................................................................................1 Term, termination, and renewal................................................................................................................................................2 Term................................................................................................................................................................................................. 2 Annualrenewal and termination...................................................................................................................................................2 Termination.....................................................................................................................................................................................2 Suspensionof obligations............................................................................................................................................................. 3 Returnof software.......................................................................................................................................................................... 3 Priceand payment..................................................................................................................................................................... 3 PiggybackProvision...................................................................................................................................................................3 Productsand services...............................................................................................................................................................3 ETAresponsibilities....................................................................................................................................................................4 Dutyto inform..................................................................................................................................................................................4 Informationrelease.........................................................................................................................................:...............................4 Responsibilities in attached agreements.....................................................................................................................................4 Customerresponsibilities..........................................................................................................................................................4 On-time payment............................................................................................................................................................................4 Dutyto inform..................................................................................................................................................................................4 Informationrelease.........................................................................................................................................................................5 Responsibilities in attached agreements.....................................................................................................................................5 Indemnificationand insurance.......................................:..........................................................................................................5 Indemnification................................................................................................................................................................................ 5 Insurance......................................................................................................................................................................................... 5 Retention of ETA rights in hardware products............................................................................................................................6 Retention of ETA rights in software products..............................................................................................................................6 Independentcontractor..............................................................................................................................................................6 Generalprovisions.....................................................................................................................................................................7 Noticesand points of contact........................................................................................................................................................7 Noassignment...................................................:............................................................................................................................7 ii , Agreements D Table of contents > Parties Initials: >,5 Priorityof agreements................................................................................................................................................................7 Partialinvalidity...........................................................................................................................................................................7 Governinglaw.............................................................................................................................................................................7 Authority....................................................................................................................................................................................... 7 Exhibitsand attachments.......................................................................................................................................................... 8 Exhibit 1: ETA quotation or customer purchase order...............................................................................................................8 Exhibit 2: AddendumSystem subscription agreement...............................................................................................................8 Subscriptionagreement............................................................................................................................................................8 Subscription.................................................................................................................................................................................... 8 Definitions........................................................................................................................................................................................ 8 Term................................................................................................................................................................................................. 9 Quotation.........................................................................................................................................................................................9 Fees................................................................................................................................................................................................. 9 Services........................................................................................................................................................................................... 9 Customerobligations ................. ................................................... ..................................... ............................................................. 9 Datastorage.................................................................................................................................................................................10 Wirelessdata policies..................................................................................................................................................................10 Ownership.....................................................................................................................................................................................11 Intellectualproperty......................................................................................................................................................................11 Remedies......................................................................................................................................................................................11 Waiver..........................................................:.................................................................................................................................12 Assignment...................................................................................................................................................................................12 Governinglaw..............................................................................................................................................................................12 Readand agreed by....................................................................................................................................................................12 Systemsupport agreement.........................................................................................................................................................13 Overview...................................................................................................................................................................................13 Hardwarewarranty and support.............................................................................................................................................13 Hardwarewarranty...................................................................................................................................................................13 Warrantyrepair policy..................................................................................................................................................................13 Exclusionsfrom warranty policy.................................................................................................................................................13 Warrantyservice...........................................................................................................................................................................14 Non -warranty repairs...................................................................................................................................................................15 Hardwaresupport rates...............................................................................................................................................................15 Customer hardware maintenance obligations..........................................................................................................................15 Initials: ETATransit , iii (EW W R,r Y Software maintenance and support.......................................................................................................................................16 Softwareproducts........................................................................................................................................................................16 Software maintenance and support services............................................................................................................................16 Additionalsoftware services........................................................................................................................................................16 Softwareservice rates.................................................................................................................................................................16 Remotesoftware access.............................................................................................................................................................17 Systemwarranty and support.................................................................................................................................................17 System warranties (other than hardware and software product warranties)........................................................................17 Systemsupport process..............................................................................................................................................................18 Problem severity, response, and resolution..............................................................................................................................19 Servicelevel commitment and penalties...................................................................................................................................19 Customer system maintenance obligations..............................................................................................................................20 Generalprovisions...................................................................................................................................................................20 Intellectualproperty ......................................................................................................................................................................20 Authority.....................................................................................................................................................................................21 iv • Agreements 1 Table of contents D Parties Initials: P Sales agreement Parties This Sales Agreement ("Agreement") is made on this day of September, 2025 (the execution date) between ETA Phi Systems, Inc. dba ETA Transit Systems ("ETA") having an office at 6420 Congress Ave., Suite 1850, Boca Raton, FL, 33487 and the City of Sunny Isles Beach, Florida, a municipal corporation organized under the laws of the State of Florida ("Customer") having its principal address at 18070 Collins Avenue, Sunny Isles Beach, FL 33160. ETA contact: Name: Nicole Castonguay Title: COO Telephone: 719-453-0251 Email: ncastonguay@etatransit.com Customer contact: Name: Title: Telephone: Email: Overview WHEREAS Customer desires to obtain certain goods and services; and WHEREAS ETA desires to provide such goods and services under terms and conditions set forth herein. NOW, THEREFORE, the parties, for good and valuable consideration, agree to the following: Definitions The following definitions apply to this Agreement: "Hardware Products" means the items labeled as "Products", "Hardware" or "Devices" on the Quotation or Purchase Order attached as Exhibit 1. "Software Products" means the items labeled as "Software", "Software Licenses", "Software Modules" or "SPOT' on the Quotation or Purchase Order attached as Exhibit 1. Certain rights and obligations applicable specifically to Software Products are included in the Software Subscription Agreement between the parties attached as System subscription agreement (when applicable). "ETA Services" means the items labeled as "NRE', "Maintenance", "Support', "Project Management', "Training", "Education", "Travel", "Handling" of "Installation" on the Quotation or Purchase Order attached as Exhibit 1. Certain Initials: ETA Transit • 1 ILI2��3j aT l L3 Y� rights and obligations applicable specifically to some ETA Services are included in the System support agreement between the parties. Term, termination, and renewal Term The term of this agreement shall begin on the execution date and continue for five (5) years beyond the date on which milestone ##6, "Customer witnessed testing" has been completed unless terminated or extended by agreement of the parties. Annual renewal and termination This agreement shall renew automatically for one year upon expiration of the five (5) year initial term, and for one-year renewal periods thereafter, unless written notice is provided 60 days prior to the expiration date. ETA will invoice the renewal prior to the expiration date at an increase rate of no greater than 5 percent. Termination This agreement shall terminate in each of the following events: a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within 60 days after receiving written demand therefor, or b) at the option of either party if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors; or c) at the option of ETA if Customer breaches any of its obligations under sections Price and Payment or Intellectual Property of this Agreement; or d) at the option of ETA if Customer uses ETA's software or updates for purposes other than the intended application thereof as set out in this agreement. e) Termination for Convenience — The City may terminate the Agreements, in whole or in part, at any time by written notice to ETA. Upon notice of Termination, ETA shall provide a cost estimate to the City due to early termination that will include the following: ETA shall be paid (i) for all work performed by ETA up to the date of termination; (ii) the cost to terminate contracts that support ETA's provision of the work; (iii) Sunk Costs; and (iv) any other unavoidable costs or expenses incurred by ETA as a result of termination. "Sunk Costs" means all costs committed, incurred or expended by ETA (i.e. money that has already been spent or committed costs) and supply chain costs which cannot be recovered and include, but are not limited to, the costs of materials/products that can't be returned, sold or used for other contracts, and profit on work performed up to the time of termination. ETA shall promptly submit its termination claim to the City for consideration. Upon approval by the City, the termination process will commence and the amount due will be paid by the City. If ETA has, any property inks possession belonging to the City, ETA will account for the same and dispose of it in the manner the City directs. 2 • Agreements D Sales agreement > Term, termination, and renewal Initials: Suspension of obligations If either party should default in the performance or observance of any of its obligations hereunder, then, in addition to all other rights and remedies available to the non -defaulting party, the non -defaulting party may suspend performance and observance of any or all its obligations under this Agreement, without liability, until the other party's default is remedied. Return of software If Customer discontinues use of ETA's software or in the event of termination of this Agreement; Customer shall immediately return to ETA all Software and any copies thereof and cerfrfy in writing to ETA that Customer has done so. Price and payment The amounts to be invoiced by ETA to the Customer shall be in accordance with the Quotation or Purchase Order attached as Exhibit 1. By executing this agreement, Customer agrees that invoices shall be accepted based on the Milestone Payment Schedule included in the Quotation or Purchase Order attached as Exhibit 1, and shall be paid within 30 days of invoice, in the amounts stated thereon. Invoices for additional services hereunder which are not included in the Milestone Payment Schedule shall be invoiced upon completion of work, and shall be paid within 30 days of invoice. Piggyback Provision This contract is intended to allow for cooperative use by other government entities, facilitating 'piggybacking' of its terms and conditions. While pricing shall strive to remain competitive, it is understood and agreed that adjustments may be necessary to reflect fluctuations in the market, including but not limited to, increases due to inflation or higher prices bome by the supplier. Any such price adjustments shall be reasonable and transparent, and the supplier shall provide supporting documentation upon request to substantiate the need for said adjustments. Products and services The Hardware Products, Software Products and ETA Services covered by this agreement shall be as set forth in the Quotation or Purchase Order attached as Exhibit 1. All warranties and maintenance and support rights and obligations related to Hardware Products, Software Products and ETA Services shall be as agreed and set forth in the System Support Agreement between the parties attached as Software Support Agreement. Initials: ETA Transit • 3 In all instances in which Software Products are included in the Quotation or Purchase Order attached as Exhibit 1, certain rights, and obligations specific to those products shall be as agreed and set forth in the Software Subscription Agreement between the parties attached as System Subscription Agreement. ETA responsibilities Duty to inform If, at any time during the performance of this Agreement ETA becomes aware of actual or potential problems, faults, or defects in the Products or Services, or of any nonconformance with federal, state, or local laws, rules, or regulations; or if ETA has any objection to any decision or order made by the Customer with respect to such laws, rules, or regulations, ETA shall give prompt written notice thereof to the Customer. Information release No information, news or press releases related to the subject of this Agreement shall be made without the written consent of Customer. To the extent permitted by law, including but not limited to Chapter 119, Florida Statutes, except for confidential information designated as "not to be shared" by the Customer, ETA shall share project related information with, and fully cooperate with those corporations, firms, contractors, public utilities, government entities and persons required for completion of the project. Responsibilities in attached agreements ETA acknowledges that certain responsibilities related to Hardware Products, Software Products and ETA Services applicable to this Agreement are contained in the System Support Agreement attached as System Subscription Agreement and the Software Subscription Agreement attached as Software Support Agreement. Customer responsibilities On-time payment Customer acknowledges that invoices shall be accepted based on the Milestone Payment Schedule included in the Quotation or Purchase Order attached as Exhibit 1, and shall be paid within 30 days of invoice, in the amounts stated thereon. Invoices for additional services hereunder which are not included on the Milestone Payment Schedule shall be invoiced upon completion of work and shall be paid within 30 days of invoice. Duty to inform If, at any time during the performance of this Agreement Customer becomes aware of actual or potential problems, faults, or defects in the Products or Services, or of any nonconformance with federal, state, or local laws, rules, or 4 . Agreements f Sales agreement D ETA responsibilities Initials: regulations; or if Customer has any objection to any decision or order made by ETA with respect to such laws, rules, or regulations, Customer shall give prompt written notice thereof to ETA. Information release No information, news or press releases related to the subject of this Agreement shall be made without the written consent of ETA. To the extent permitted by law, including but not limited to Chapter 119, Florida Statutes, except for confidential information designated as "not to be shared" by the ETA, Customer shall share project related information with, and fully cooperate with those corporations, firms, contractors, public utilities, government entities and persons required for completion of the project. Responsibilities in attached agreements Customer acknowledges that certain responsibilities related to Hardware Products, Software Products and ETA Services applicable to this Agreement are contained in the System Support Agreement attached as Software Support Agreement and the Software Subscription Agreement attached as System Subscription Agreement. Indemnification and insurance Indemnification ETA shall indemnify and hold the Customer harmless from liability in connection with any action resulting from ETA's negligent acts, omissions, errors, willful misconduct, or violations of state or federal laws pursuant to this Agreement. Insurance ETA shall maintain insurances of the following types and minimum limits, as follows, for the term of this Agreement; General Commercial Liability Insurance —covering bodily injury and property damage at the minimum amounts of $1,000,000 per occurrence and $2,000,000 aggregate. Professional Errors and Omissions Insurance—covering damages resulting from errors, omissions and negligent acts at the minimum amount of $1,000,000 per claim. Business Automobile Liability Insurance — automobile liability for owned, hired, and non -owned vehicles with a combined single limit of $1,000,000 per occurrence. Worker's Compensation Insurance — Worker's Compensation and employer's liability coverage, as required pursuant to Florida law. Initials: ETA Transit ^ 5 Insurance required of ETA shall be primary to, and not contribute with, any insurance or self-insurance maintained by the Customer. Such insurance shall not diminish ETA's indemnification and obligations hereunder. The insurance policy shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to Customer with a minimum A.M. Best rating of A -Excellent. Before any work under this Agreement is performed, and at any time upon request, ETA shall furnish to Customer certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with Purchaser named as additional insured. All policies, except Professional Liability, shall contain a waiver of subrogation endorsement. All insurance policies, except for Professional Liability, and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to Customer. ETA shall also require and ensure that each of its sub- contractors providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. Intellectual property Retention of ETA rights in hardware products All proprietary and intellectual property rights, including copyrights or trademarks in the Hardware Products, if any, and any modifications thereto shall remain the sole and exclusive property of ETA. Retention of ETA rights in software products As between ETA and Customer, all proprietary and intellectual property rights, title and interest in the Software Products and any Updates, Upgrades, and any other modification to the Software Products and associated documentation shall be and remain the sole and exclusive property of ETA. The Customer has no proprietary or intellectual property rights title or interest in the Software Products or any Updates, Upgrades, or any modification to the Software Products or associated documentation. Unless ordered by a court ofjurisdiction, Customer shall not at any time disclose, furnish or make available to anyone the source and executable code of the software or related documentation or other confidential information of ETA. Customer's use of the Software Products and any Updates, Upgrades, and any other modification to the Software Products and associated documentation shall be subject to the terms and conditions of the Software Subscription Agreement attached as System Subscription Agreement. Independent contractor ETA is an independent contractor for all purposes and shall be entitled to no compensation other than that provided for under Section "Price and Payment' above. ETA will be solely responsible for determining the manner and means of accomplishing its obligations hereunder. The Customer does not have the right to control or interfere with the manner or method of accomplishing ETA's obligations. 6 4 Agreements D Sales agreement > Independent contractor Initials: General provisions Notices and points of contact All changes hereto shall be in written form, and by mutual consent by the designated Points of Contact: No assignment Neither ETA nor Customer may assign the Agreement, nor the performance of any obligations hereunder, unless agreed to in advance by the other party. Priority of agreements Should any provision of this Agreement conflict with provisions of the System Support Agreement attached as Software Support Agreement, the provisions of the System Support Agreement shall govern. Should any provision of this Agreement conflict with provisions of the Software Subscription Agreement attached as System Subscription Agreement, the provisions of the Software Subscription Agreement shall govern. Partial invalidity If any term, covenant, condition, or provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provision and/or provisions shall remain in full force and effect and shall be in no way affected, impaired or invalidated. Governing law The validity, interpretation and performance of the Agreement shall be controlled and construed under the laws of the State of Florida. All parties agree and accept that jurisdiction of any dispute or controversy arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder shall be brought exclusively in Miami Dade County, Florida, Authority The parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names and capacities stated herein. Initials: ETA Transit a 7 ETA and Customer hereby agree to the provisions of this Agreement: ETA Transit Systems, c. Customer: By-�- ':-o U- ' _ ii By: Nicole Castonguay Name: Name: CEO 9/19/2025 Title: Title: Exhibits and attachments Exhibit 1: ETA quotation or customer purchase order Exhibit 2: Addendum System subscription agreement Subscription agreement Subscription ETA grants Customer a limited right to access and use its SPOT 0 Intelligent Transit Systems (ITS) application and related software as detailed in the referenced ETA Quotation during the Term and at the Location(s) set forth above exclusively for the Hardware and Software Products and associated services listed on the referenced ETA Quotation. All rights not expressly granted to Customer are reserved to ETA Transit Systems. Definitions Hardware Products - means the ETA components and other devices comprising the system identified in the referenced ETA Quotation. Software Products - means the modules of ETA's SPOT'"" Intelligent Transit Systems (ITS) application identified in the referenced ETA Quotation. Intellectual Property - means software source code, software updates and upgrades, copyrights, trademarks, and service marks (whether registered or unregistered), trade secrets, patents, patent applications, contract rights, know- how and other proprietary rights. Data - means all data stored in the database for Customer. Customer Materials - means the materials designated as such and provided by ETA to Customer regarding use of the system. 8 v Agreements D Exhibit 2: Addendum System subscription agreement � Exhibits and attachments Initials: Subscription Fee - means the annual service fee for the right to access and use the System set forth in the referenced ETA Quotation or Purchase Order. Term The term of this agreement shall begin on the execution date and continue for five (5 ears beyond the date on which milestone #6, "Customer witnessed testing" has been completed unless terminated or extended by agreement of the parties. Quotation The attached Quotation with Milestone Payment schedule sets forth the Hardware Products, Software Products, and Services to be delivered to Customer under this Agreement or under a separately executed Sales Agreement, along with the prices, and delivery terms and any additional terms applicable thereto. The Quotation shall be valid for 60 days, and upon execution of this Subscription Agreement or separately executed Sales Agreement by Customer shall constitute a binding purchase order. Fees All fees and charges (including the Subscription Fee) are "net' and are not subject to set off or reduction. The initial Subscription Fee is due upon execution of this Agreement and all other fees and charges are due as provided in the referenced Quotation. By executing this agreement, Customer agrees that invoices shall be submitted based on the Milestone Payment Schedule included in the referenced quotation. Services ETA will provide Customer with activation of, and 24/7 access to ETA's SPOTTY" Intelligent Transit Systems (ITS) application, provided Customer is not in breach of any obligation under this agreement. Ongoing support services shall be provided in accordance with the System Support Agreement between the parties. Customer obligations Customer is responsible for maintaining Internet access to ETA's SPOT Server via an Internet Service Provider; Hardware and software to enable such connection; and any permission or authorizations required for such a connection. Customer is responsible for ensuring that only authorized people have access to the System and for the security of Customer's computer system and the connection to the SPOT Server, without limitation Customer is responsible for ensuring that Customer's password and all other means and methods of access to the System are kept absolutely confidential and that all Users and Drivers comply with the terms of the ID Agreements; Initials: ETA Transit , 9 VMM ensuring that any telephone numbers or any information relating to the System, the security of the System, the encryption methods used and all or any other security features are kept absolutely confidential; ensuring that the use of the System by Customer is under the control and authority of a proper and adequately trained employee. Customer will install, use, maintain, and remove the Hardware according to ETA's specifications, will safeguard the Hardware from loss or damage of any kind, and will not permit anyone other than an authorized representative of ETA to perform any work on the hardware. Customer agrees and understands that tampering with Hardware shall void all warranties. Except for ordinary wear and tear covered by the limited warranty, Customer is responsible for all Hardware damaged, destroyed, lost, or stolen while in Customer's possession and shall be liable for the cost of repair or replacement of the Hardware and remain responsible for the Subscription Fee during any such repair or replacement period. If Customer is not the owner of the property upon which Hardware and Software are to be installed, Customer shall obtain the written consent of the owner of the premises and/or property for ETA personnel and/or its agents to enter the premises for the purposes of installing, maintaining, and retrieving the same. Data storage a) Customer understands that unless Customer purchases data retention services, ETA will have the right to purge detailed packet data submitted by Customer on a 90 -day rolling schedule. ETA will retain summary data for the fife of the Contract. b) Unless Customer has made other arrangements in writing with ETA, all data submitted using the System may be purged as provided above. The Customer must reaffirm this request annually during the renewal process. c) Customer shall be solely responsible for printing data and inspection reports for vehicles involved in an accident. Customer understands and agrees that ETA is not required to retain records except as provided in a separate agreement. Wireless data policies a) Customer understands and agrees that Customer has no contractual relationship with a wireless carrier and Customer is not a third -party beneficiary of any agreement between ETA or an ETA Agent and a wireless carrier. b) Customer understands and agrees that the underlying wireless carrier shall have no legal, equitable or other liability of any kind to Customer. c) Subject to FCC Number portability rules, Customer has no property or other rights in any Number assigned to it and Customer understands that any such Number can be changed from time to time. d) Customer agrees that ETA and/or wireless carrier shall not be responsible for interruption of service for any reason or the inability to use the service caused by force majeure. e) Customer understands and agrees that the liability and obligation of ETA to Customer for services may be controlled and limited by a wireless carrier's tariff, if any, and the laws, rules and regulations of the Federal 10 • Agreements � Exhibit 2: Addendum System subscription agreement > Subscription agreement Initials: fi< Communications Commission and other United States or foreign governmental authorities which from time to time have jurisdiction. In no event shall ETA and/orwireless carrier be liable for the failure or incompatibility of any equipment utilized by Customer in connection with Service. Ownership a) Customer grants ETA the right to use all data submitted to the System for any and all purposes, including to purge such data as provided in Section "Data Storage" and to create compilations of such data as long as ETA 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 ETA shall own all compilations of the data created by or for ETA. b) The System and the components provided by ETA for the Customer's use are protected by patent, copyright, trade secret, trademark, international treaties, and other laws. Customer agrees that ETA owns all proprietary rights in the System and any corrections, enhancements, updates, or other modifications, including custom modifications, thereto, whether made by ETA or any third party. c) To the extent permitted by law, at all times during and after the termination or expiration of this Agreement, Customer and it employees and agents shall maintain the confidentially of trade secret information. Customer shall not disclose any such proprietary information concerning the System, including any flow charts, logic diagrams, user manuals, and screens, to persons not an employee of Customer without the prior written consent of ETA. Intellectual property Customer acknowledges and agrees that Customer's rights with respect to Hardware Products, are limited to the right to use the same with the System. The Hardware and Software Products contain trade secrets, know-how and other intellectual property belonging to ETA Transit Systems. Under no circumstances shall Customer sell or transfer any purchased Hardware or Software Products, reconstruct or repair such Hardware or Software Products, or reverse engineer or otherwise attempt to learn the trade secrets, know how or other intellectual property embodied therein. Remedies Customer agrees that its remedies as a Customer are limited to those provided for under the System Support Agreement between the parties. ETA shall not be liable to Customer or any third party for any general, special, punitive, incidental, indirect, or consequential damages, or any lost profits or business, arising out of this agreement. If Customer fails to make any payment due or otherwise violates any term or condition of this Agreement, Customer may be declared in default upon notice and failure to cure for 60 days. If ETA violates any term or condition of this Agreement, ETA may be declared in default upon notice and failure to cure for 60 days. Upon declaration of default by Customer, all amounts due under this Agreement during the entire term hereof shall become immediately due and payable including, without limitation, the cost to repair or replace damaged equipment, interest and costs and expenses of collection. Upon default and failure to cure, ETA and Customer shall have the right to terminate this Agreement and recover any other remedy permitted by law. Customer shall defend, indemnify and hold ETA harmless from and Initials: ETA Transit , 11 against any claim, cause of action, demand, cost, expense (including attomeys' fees), loss suit, proceeding, damage and liability of any kind arising out of or relating to Customer's use or inability to use the System or unauthorized us of the System, including, without limitation, any use by the owner of the premises and/or property on which the System is installed; any use by the owner, operator, or insurer of any vehicle or equipment for which the System is used; and any use by any person claiming injuries arising from the use of any vehicle or equipment for which the System is used. Nothing herein is intended to waive or modify Customer's sovereign immunity protections, pursuant but not limited to, Section 768.28, Florida Statutes. Waiver Failure by ETA or Customer to enforce any of its rights hereunder shall not constitute a waiver of any such rights. No waiver by either party of any breach or default shall be deemed to be a waiver of any preceding or subsequent breach or default. Assignment Neither party may assign, directly or indirectly, all or part of its rights or obligations under the Agreement without the prior written consent of the other party. Governing law The parties agree that this Agreement shall be interpreted under the laws of the State of Florida, and that jurisdiction and venue shall be only in Miami -Dade County, Florida. Read and agreed by The parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreement in the names and capacities stated herein. ETA and Customer hereby agree to the provisions of this Agreement: ETNA Transit t>s �sMs, Inc. By.-�� a_ Jv Customer: By: Name: Nicole Castonguay Name: COO 9/19/2025 Title: 12 • Agreements D Exhibit 2: Addendum System subscription agreement > Subscription agreement Initials: System support agreement Overview WHEREAS Customer and ETA entered into an agreement for the purchase of hardware, software and related services on the execution date; and WHEREAS Customer desires to obtain support services for said hardware and software (collectively "System"); and WHEREAS ETA desires to provide such support services. Now therefore, the parties, for good and valuable consideration, agree to the following: Hardware warranty and support The hardware products covered by this agreement shall be as set forth on the included in the Quotation or Purchase Order attached as Exhibit 1. If the quantity of products changes during the term of this agreement, a corresponding adjustment to fees hereunder will apply for the remaining term of the agreement. Consumable Items such as batteries, cables, wiring harnesses, GPS, WILAN and RF antennas, etc. are not covered under this agreement. Replacements for such items may be ordered from ETA and will be subject to the supplier's warranty policy. Hardware warranty ETA affirms that each hardware product is free of defects in material and workmanship. ETA further affirms that hardware products will perform for the intended purpose for a period of two (2) years from delivery of equipment. Thereafter, the provisions under Non -Warranty Repairs shall apply. For Contracts that are shorter than two (2) years in length, the hardware warranty shall not exceed the term of the Contract. Extended warranties can be quoted upon request for up to a total of five (5) years of warranty. Warranty repair policy If a hardware product fails to operate as specified, and no exclusions from warranty policy apply, ETA or its authorized service agents will have the option to repair or replace the defective product at no cost to the Customer. Exclusions from warranty policy Instances to which the Warranty Repair Policy shall not apply include, but are not limited to; a) warranty returns classified as No Problem Detected (determined to be fully functional with no need for repair), b) product failures resulting from improper use, c) damage resulting from accident, abuse or improper maintenance, d) damage caused Initials: ETA Transit , 13 by operation outside ETA specifications, e) damage resulting from vandalism, fire, or other uncovered peril, e) product modified without ETA's consultation, and f) Consumable Items. In such instances, the provisions under Non -Warranty Repairs, including applicable fees, shall apply. Warranty service Spare parts inventory —The Customer shall maintain an inventory of ETA hardware products at the recommended level for use during completion of repairs. The Customer is responsible to; remove defective products, replace them with spare products, request Return Material Authorization ("RMA") number, and to send defective products to ETA for Failure Analysis. Return materials authorization — No product received for repair by ETA will be accepted without an ETA -assigned RMA number. RMA numbers may be obtained by: Phone: 561-288-1932 Email: support@etatransit.com RMA requests shall include product description, ETA part number, serial number (if applicable), quantity, reason for return, and vehicle number (if applicable). The Customer is responsible to ensure secure packaging of products for shipping. Shipping material is available for purchase, at cost, from ETA. ETA is not responsible for damage to, or loss of, products in transit. Shipping costs for the return to ETA of products to which the Warranty Repair Policy applies will be bome by ETA. Shipping costs for the return to ETA of products deemed Exclusions of Warranty Policy will be bome by the Customer. Customer agrees to ship RMAs using an ETA -supplied shipping label. RMA shipments are to be labeled as follows: ETA Transit Systems, Inc. Attn: Customer Service, RMA # 6420 Congress Ave, Suite 1850 Boca Raton, FL 33487 Failure analysis and repair/replace — Upon receipt of a returned product, an ETA technician will complete a failure analysis to decide of whether the product is subject to the Warranty Policy or the Exclusions of Warranty Policy, and whether to product is repairable. If the product is subject to the Warranty Policy ETA will either repair or replace the product at ETA's discretion. If the product is subject to the Exclusions of Warranty Policy ETA will provide the Customer a quotation and subsequent invoice for the repair or replacement of the product. 14 • Agreements > System support agreement b Hardware warranty Initials: Return — ETA will make its best effort to return the repaired or replaced product to the Customer within thirty (30) days. Shipping costs for the return to Customer of repaired or replaced products to which the Warranty Repair Policy applies will be bome by ETA. Shipping costs for the return to Customer of repaired or replaced products deemed Exclusions of Warranty Policy will be bome by the Customer. Non -warranty repairs Repairs of products performed by ETA which are Exclusions of Warranty Policy, or otherwise not covered by the Warranty Repair Policy, will be invoiced to the Customer at the applicable Bench Rate, for repairs performed at ETA facilities, and/or Field Service Rate below, along with other time and material costs incurred by ETA. The Warranty Repair Policy will apply to non -warranty repairs for a period of ninety (90) days from shipment to Customer. Hardware support rates ETA quotations and/or invoices for Non -Warranty Repairs shall include any combination of the following that may apply: Bench rate: Hourly rates will be billed in accordance with an approved quotation Field service rate: Hourly rates will be billed in accordance with an approved quotation Travel & miscellaneous: Hourly rates will be billed in accordance with an approved quotation Mileage: Current IRS allowance ratelmile Meals: Current federal government regional per -diem rate Customer hardware maintenance obligations In addition to the responsibilities identified in this Section, the Customer shall; • Provide access to vehicles and maintenance staff at time of installation • Review and accept agency -specific design documentation and acceptance test procedures • Participate in scheduled project status and customer satisfaction calls ■ Pay all invoices according to the applicable payment terms ■ Provide reasonable access to the Customer's facilities, vehicles and systems required for ETA to perform required tasks (subject to Customer's security requirements) ■ Provide technical and administrative support to ETA's on-site personnel (office supplies, photocopying, network access, etc.) ■ Faithfully execute the required maintenance and troubleshooting procedures as prescribed by ETA. Initials: ETA Transit - 15 Software maintenance and support Software products The software products covered by this agreement shall be as set forth in included in the Quotation or Purchase Order attached as Exhibit 1. If the quantity of products changes during the term of this agreement, a corresponding adjustment to fees hereunder will apply for the remaining term of the agreement. Provisions hereunder are subject to the Software Subscription Agreement attached as System Subscription Agreement, and no provision hereunder will apply to software not licensed by the Customer under a Software Subscription Agreement with ETA. Software maintenance and support services During the term ETA agrees to provide certain services in support of the Customer's use of the licensed software products. Services shall consist of: ■ Provide technical support help desk — see System Warranty and Support • Provide software updates — Modifications or additions to software product that bring the product into conformity with stated specifications, including correction of errors or bugs. ■ Provide software maintenance —Activities performed to ensure software product performs in conformity with stated specifications. ■ Provide software upgrades — Improvements, feature additions or other enhancements which are in addition to stated specifications. Additional software services Services performed by ETA in response to the following, are excluded from Software Maintenance and Support Services and will be quoted and invoiced to the Customer at the applicable Software Developer Rate, for activities performed at ETA facilities, and/or Field Service Rate below, along with other time and material costs incurred by ETA: ■ Customer request for Update or Upgrade Installation Labor ■ Customer request for Enhancements ■ Customer request for Integration with third party software or hardware that are not included in the Quotation or Purchase Order attached as Exhibit 1 ■ Problems resulting from the hardware on which the software product is installed, or problems resulting from hardware devices connected to the hardware on which the software product is installed • Problems resulting from the misuse, alteration, or damage of the software product ■ Problems resulting from Customer use of versions of the software product other than the most recent update delivered by ETA Software service rates ETA quotations and/or invoices for Additional Software Services shall include any combination of the following that may apply: 16 o Agreements D System support agreement > Software maintenance and support Initials: Software developer rate: Hourly rates will be billed in accordance with an approved quotation Senior software developer rate: Hourly rates will be billed in accordance with an approved quotation Systems architect rate: Hourly rates will be billed in accordance with an approved quotation Field service rate: Hourly rates will be billed in accordance with an approved quotation Travel & miscellaneous: Hourly rates will be billed in accordance with an approved quotation Mileage: Current IRS allowance rate/mile Meals: Current federal government regional per -diem rate Remote software access As the software products, as well as relevant Customer data, are hosted by ETA in an intemet-accessible environment, both Customer and ETA access is critical to the performance of Software Maintenance and Support Services and Additional Software Services hereunder. Both parties agree to: ■ Take all reasonable steps to facilitate timely access to required software instances and data by the other party ■ Take all reasonable steps to avoid disruption of other operations of the other party ■ Abide by the other party's IT security policies ■ Refrain from accessing any internal or intemet-based networks of the other party for purposes other than performance hereunder. System warranty and support System warranties (other than hardware and software product warranties) Installation ETA guarantees the installation of its Hardware and Software products for a period of 60 days commencing at the Installation Milestone. Should any defects be discovered, ETA will assume the cost to remedy the installation issue. This guarantee excludes any alterations or modifications to the initial installation made by the Customer. Security ETA hosted systems are protected by firewall Access Control Lists. Open ports shall be limited to those required for Customer operation, and a quarterly rotation of login credentials deployed for secure operations. Please refer to the ETA Transit Systems Information Technology Security Policy for further details. Initials: ETA Transit - 17 Privacy Customer data and other confidential information of Customer shall be maintained in such a manner as to prevent access by any party other than ETA and Customer -designated personnel. Disaster recovery ETA shall perform daily backups of Customer data to regional cloud -based servers. Restorations of backups will be performed at no incremental cost to Customer and will be completed within 8 hours of request. Annual maintenance At ETA's discretion, ETA may execute an annual onsite visit to Customer premises to perform visual inspections. Repairs deemed critical to the operation of the system may be performed at ETA's discretion. Recommendations and associated quotations for replacements, upgrades or improvements will be provided within 30 days after such annual maintenance onsite visit. Ongoing system support ETA provides System Support 7 days per week, 365 days per year (24x7x365), via; online helpdesMicket monitoring system, and dedicated email addresses. Live chat is available between the hours of 8AM and 5 PM Monday through Friday, Eastern Standard Time. Telephone support outside of ETA's normal business hours, 8AM and 5 PM Monday through Friday, Eastern Standard Time is reserved for emergencies. ETA shall maintain technical personnel qualified to perform the tasks of; logging support tickets, responding to Customer RMA requests, severity determination, issue resolution, onsite issue resolution. ETA has sole discretion over the deployment of resources required to perform these tasks, whether a task is required, and whether a task is covered by warranty. System support process The parties acknowledge their respective obligations associated with the following steps associated with submitting, acknowledging, researching and resolving problems and requests. The timelines for these steps are dictated by the Problem Severity and Resolution framework under Section 5.3. ■ Stage 1— Customer notifies ETA of an issue via one of the three accepted methods, ETA logs support ticket and acknowledges receipt to Customer • Stage 2 — ETA reviews issues, Customer provides timely response to any requested clarifications, ETA determines severity, ETA informs Customer of severity level ■ Stage 3 — ETA researches the issue resolution and estimates resolution time estimate, ETA consults with Customer on resolution and time estimate, Customer responds in a timely manner, ETA implements resolution and informs Customer of issue -closure 18 • Agreements 6 System support agreement 9 System warranty and support Initials: Problem severity, response, and resolution Pursuant to ETA's System Support Process, ETA personnel shall decide of the severity of all issues received by Customer. While response times are committed for each severity, the issue resolution time shall be on a case -specific basis, independent of severity level. Once resolution times are estimated, the penalty to ETA of exceeding the estimated resolution time shall vary based on severity. Severity definitions, response times and penalties for exceeding resolution times are as follows: Service level commitment and penalties The parties acknowledge that the System is a complex technical solution, the effective operational uptime of which is dependent on the interaction between hardware, software, vehicles, and various user and support personnel of both ETA and the Customer. The parties agree to make all reasonable efforts to minimize downtime of the overall System, the functionality of the System and any vehicles on which the System is installed. Accordingly, ETA shall incur penalties for operational downtime, according to the severity of the issues defined under this Section. This instance may trigger penalties; Cumulative downtime for a severity level for a month exceeds the allowable levels below. Initials: ETA Transit , 19 t a: Penalties shall take the form of credits which the Customer may apply against existing and future ETA invoices. A cumulative maximum of 25% of total monthly fees shall apply. Customer system maintenance obligations In addition to the responsibilities identified in this Section 5, the Customer shall: • Answer questions regarding custom¢ation, such as route configuration, schedules, and standard operating procedures ■ Provide a meeting facility to train staff ■ Provide custom graphics for traveler information systems (i.e. corporate colors, logos, etc.) ■ Review and accept agency -speck design documentation and acceptance test procedures ■ Participate in scheduled project status and customer satisfaction calls ■ Pay all invoices according to the applicable payment terms ■ Provide 24-hour access to the Customer's facilities, vehicles and systems required for ETA to perforin required tasks (subject to Customer's security requirements) ■ Provide technical and administrative support to ETA's on-site personnel (office supplies, photocopying, network access, etc.) General provisions Intellectual property Retention of ETA rights in hardware products All proprietary and intellectual property rights, including copyrights or trademarks in the Hardware Products, if any, and any modifications thereto shall remain the sole and exclusive property of ETA. Retention of ETA rights in software products As between ETA and Licensee, all proprietary and intellectual property rights, title and interest in the Software Products and any Updates, Upgrades, and any other modification to the Software Products and associated documentation shall be and remain the sole and exclusive property of ETA. The Licensee has no proprietary or intellectual property rights title or interest in the Software Products or any Updates, Upgrades, or any modification to the Software Products or associated documentation. Unless ordered by a court ofjudsdiction, or if required by law, Licensee not at any time disclose, furnish, or make available to anyone the source and executable code of the software or related documentation or other confidential information of ETA. Licensee's use of the Software Products and any Updates, Upgrades, and any other modification to the Software Products and associated documentation shall be subject to the terms and conditions of the Software Subscription Agreement. 20 • Agreements ® System support agreement > General provisions Initials: Authority ETA Transit Systems, Inc. Customer: By: Name: Nicole Castonguay Name: COO 9/19/2025 Title: Initials: ETA Transit a 21 Quotation # Date 20250515 05.15.2025 oily OR y \SLE'S 2 Date: Vehicle logic unit (VLU) hardware • GPS • Cellular communications 1 8 $ 1,732 $ - $ 13,856 1 • Vehicle 1/0 for 1708, DIO VLU SPOT"m software modules • Location services • Guaranteed delivery services 2 8 $ 250 $ 2,000 1 • Route awareness services Rugged mobile data terminal (MDT) hardware • 7" viewable screen 3 8 $ 309 $ - $ 2,472 1 * 10" option available MDT mounting kit 4 8 $ 252 $ - $ 2,016 1 • RAM® mount MDT SPOT TM software modules • Driver login module • Route selection module • 2 -way messaging module 5 8 $ 250 $ 2,000 1 • System status module • Electronic passenger counting module * Options available for additional modules Master disconnect switch 6 8 $ 53 $ - $ 424 1 • to allow system to gracefully shut down El Agency: Sunnylsles TRANSIT Name: Fabricio Volpi Email: fvolpi@sibfl.net Payment terms: See milestone payment schedule, Software as a Service escalates at 5% annually. etatransit.com Received by: 20250515 05.15.2025 oily OR y \SLE'S 2 Date: Vehicle logic unit (VLU) hardware • GPS • Cellular communications 1 8 $ 1,732 $ - $ 13,856 1 • Vehicle 1/0 for 1708, DIO VLU SPOT"m software modules • Location services • Guaranteed delivery services 2 8 $ 250 $ 2,000 1 • Route awareness services Rugged mobile data terminal (MDT) hardware • 7" viewable screen 3 8 $ 309 $ - $ 2,472 1 * 10" option available MDT mounting kit 4 8 $ 252 $ - $ 2,016 1 • RAM® mount MDT SPOT TM software modules • Driver login module • Route selection module • 2 -way messaging module 5 8 $ 250 $ 2,000 1 • System status module • Electronic passenger counting module * Options available for additional modules Master disconnect switch 6 8 $ 53 $ - $ 424 1 • to allow system to gracefully shut down Bus equipment and cable kits • Power harness • Antennas 7 8 $ 306 $ - $ 2,448 1 • *Roof mount antennas available as an Option (extension cable required) Hardware installation • Professional system installation 8 8 $ 600 $ - $ 4,800 3 • Vehicle testing and commissioning Single sign -on integrated with existing digital signage OPTIONAL • Integration of head signs with ITS 9 0 $ 250 $ - 3 * Options for fare collection single sign -on ** Options for MVS single sign -on Implementation • System setup • Project management • Manufacturing • Training 10 1 $ 25,000 $ 25,000 3 • Testing • Documentation • Travel Software license: Public website • Real-time arrival predictions • Service messages • Rider feedback • Sponsored links • Station/stop details 11 1 $ - $ - 5 • Trip planner • Local attractions • Rider alerts • Favorite route selection etatransit.com Software license: Native phone apps • Customized to local experience • Real-time bus tracking • Color -coded routes • Display user GPS location • Real-time arrival predictions • Trip planning • Rider feedback • Sponsored links • Local attractions • GTFS-RT rider alerts via push notifications Software license: ETA SPOT TM API • JSON API • GTFS import/export Annual SaaS and Maintenance: SPOTTM ITS • Unlimited user accounts • Data retention for the life of the contract • Real-time arrival predictions • Web -based dispatch module • Reports module • Route planner module • User administration module • Service announcements module • Cellular data • Hosting • Maintenance • 24/7/365 technical support • Daily backups (Qty. equals number of vehicles X 12 months) Tax exempt certificate required for sales tax to be waived. 12 1 $ - $ - 5 13 1 $ - 14 96 $ etatransit.com $ - 5 75 $ 7,200 6 SUBTOTAL $62,216 SALES TAX INCLUDED TEM • $62,216 e ` ' $7,200 Public address amplifier OPTIONAL • Support automatic onboard announcements • Options for ambient noise sensing; automatic gain control 1 8 $ 281 $ - $ 2,248 1 ETA will attempt to reuse existing PA amplifiers if possible Public address amplifier installation • Professional system installation 2 8 $ 300 $ - $ 2,400 3 • Vehicle testing and commissioning New monochromatic interior digital sign OPTIONAL • Synchronize text with automatic onboard 3 8 $ 1,073 $ - $ 8,580 1 announcements audio Interior sign installation OPTIONAL • Professional system installation 4 8 $ 300 $ - $ 2,400 3 • Vehicle testing and commissioning Implementation • System setup • Professional voice recordings • Project management • Manufacturing • Training • Testing • Documentation * recordings in additional languages shall be quoted separately as requested 5 1 $ 7,000 Implementation- Spanish and Russian -Sunny Isles to provide Professional voice recordings • 6 recordings in MP3 format-Labled in English -RU 2 $ 2,500 $ 7,000 3 $ 5,000 3 Software option: Stop request integration OPTIONAL 7 1 $ 4,400 $ 4,400 3 • Provides integration to an existing stop request system Annual SaaS and Maintenance: SPOTTm AVA • Audio recording as a service 8 96 $ 10 $ 960 6 • System support Tax exempt certificate required for sales tax to be waived. SUBTOTAL $32,988 SALES TAX INCLUDED ' • $32,988 • Vehicle testing and commissioning $960 Stereoscopic automatic passenger counter (APC) • Priced per bus/door 1 g $ 1,600 $ - $ 12,800 1 APC installation • Professional installation 2 8 $ 400 $ - $ 3,200 3 • Vehicle testing and commissioning Implementation • System setup • Project management • Manufacturing • Training 3 1 $ 10,000 $ 10,000 3 • Testing • Documentation • Travel Annual SaaS and Maintenance:APC SaaS • Priced per bus, per month • Hosting • System maintenance and upgrades 4 96 $ 25 $ 2,400 6 Tax exempt certificate required for sales tax to be waived. SUBTOTAL $28,400 SALES TAX INCLUDED IIIAPC TOTAL$28,400 (BEYONDANNUAL SaaS $2,400 etatransit.com etatransit.com 27 inch LCD screen 1 8 $ 1,750 $ - $ 14,000 1 LCD mounting bracket 2 8 $ 125 $ - $ 1,000 1 Power harness 3 8 $ 22 $ - $ 176 1 40' HDMI cable 4 8 $ 99 $ - $ 792 1 Infotainment system installation • Professional installation; system integration 5 g $ 500 $ $ 4,000 3 Implementation • System setup • Project management • Manufacturing • Training 6 1 $ 10,000 $ 10,000 3 • Testing • Documentation • Travel Annual SaaS and maintenance SPOTT"" Infotainment • Priced per screen • Hosting • CMS SaaS 7 96 $ 83 $ 7,968 6 • Maintenance & support Annual infotainment cellular data • ETA suggests an unlimited dataplan between 8 96 $ 69 $ 6,624 6 Customer may provide cellular data plan. Tax exempt certificate required for sales tax to be waived. SUBTOTAL $44,560 SALES TAX INCLUDED 1 INFOTAINMENT TOTAL $44,560 • $14,592 etatransit.com Broadband cellular router • Cellular communications 1 8 $ 1,991 $ - $ 15,928 1 • Vehicle 1/0 for 1708, DIO Bus equipment and cable kits • Power harness 2 8 $ 625 $ - $ 5,000 1 • Antennas Hardware installation • Professional system installation 3 8 $ 600 $ - $ 4,800 3 • Vehicle testing and commissioning Implementation • System setup • Project management • Manufacturing 4 8 $ 800 $ 6,400 3 • Testing • Documentation Annual NetCloudTM SaaS plus ETA maintenance/support • QOS • Black lists • Network monitoring 5 8 $ 405 $ 3,240 6 • Maintenance • Technical support Fiscal Year ends 9.30 (year 2-5) Annual SaaS and maintenance SPOTTM onboard router • Real-time data feed • Maintenance 7 96 $ 20 $ 1,920 6 • Technical support (Qty. equals number of vehicles X 12 months) Annual SPOT TM onboard router cellular data plan • Priced per bus/month • 12 months of cellular data (Qty. equals number of vehicles X 12 months) 6 ETA recommends an unlimited data plan for passenger Internet access. Customer may provide cellular data plan. Tax exempt certificate required for sales tax to be waived. 96 $ 69 $ 6,624 6 SUBTOTAL SALES TAX $43,912 INCLUDED $43,912 $11,784 Implementation • System setup • Project management • Testing • Documentation Annual SaaS and Maintenance: SPOT TM GTFS-RT • Real-time data feed • Maintenance • Technical support (Qty. equals number of vehicles X 12 months) Tax exempt certificate required for sales tax to be waived. 1 1 $ 5,000 $ - $ 5,000 3 2 1 $ 5,000 $ - $ 5,000 6 etatransit.com SUBTOTAL SALES TAX $10,000 INCLUDED $10,000 $5,000 $30,000 5 Channel Wi-Fi DVR 1 8 $ 2,857 $ - $ 22,859 1 MVS system installation 2 8 $ 1,000 $ - $ 8,000 3 Implementation • System setup • Project management • Manufacturing 3 1 $ 5,000 $ 5,000 3 • Training • Testing • Documentation Tax exempt certificate required for sales tax to be waived. SUBTOTAL $35,859 SALES TAX INCLUDED MVS TOTAL III $35,859 ANNUAL$0 Spare parts •VLU- Active Spare 1 1 $ 10,562 $ - $ 10,562 3 •7 in MDT Extended warranty on hardware (Year 3) Beyond year 2 (up to 5 years maximum) Escalates at 3.5% per year Does not include consumables Governed by ETA's system support/warranty agreement • Provided as quoted, upon request 2 1 $ 5,430 $ - $ 5,430 3 Extended warranty on hardware (Year 4) Beyond year 2 (up to 5 years maximum) Escalates at 3.5% per year Does not include consumables Governed by ETA's system support/warranty agreement • Provided as quoted, upon request 3 1 $ 5,620 $ - $ 5,620 3 Extended warranty on hardware yr 5 Beyond year 2 (up to 5 years maximum) Escalates at 3.5% per year Does not include consumables 4 1 $ 5,817 $ - $ 5,817 3 Governed by ETA's system support/warranty agreement • Provided as quoted, upon request Additional site visits (beginning beginning after acceptance) On-site vehicle check up Additional training 5 0 $ 5,000 $ - $ - 1 One analyst 2 days Price per trip, as requested by customer Time and material for change orders Hourly labor rate Applies to out of warrant repairs, custom software development, route manager changes. Tax exempt certificate required for sales tax to be waived. 6 0 $ 200 $ - $ - 6 etatransit.com SUBTOTAL $27,428 SALES TAX INCLUDED II TOTAL�1 $27,428 (BEYOND YEAR $0 Sunny Isles Beach: White Label Native phone app OPTIONAL • Customized to local experience • Real-time bus tracking • Color -coded routes • Display user GPS location • Real-time arrival predictions • Trip planning • Rider feedback • Sponsored links • Local attractions • GTFS-RT rider alerts via push notifications Tax exempt certificate required for sales tax to be waived. 1 1 $ 25,000 $ 25,000 5 SUBTOTAL $25,000 SALES TAX INCLUDED TOTAL(YEAR $25,000 Fixed route base package 1 $ 62,216 Onboard announcements package 1 $ 32,988 Automatic passenger counting package 1 $ 28,400 GTFS-RT package 1 $ 10,000 In -vehicle infotainment package 1 $ 44,560 Mobile video surveillance package 1 $ 35,859 Onboard cellular router package 1 $ 43,912 Spare Hardware and Extended Warranty 1 $ 27,428 Additional Options 1 $ 25,000 i PROJECT TOTAL Fixed route base package annual subscription and maintenance 1 $7,200 Onboard announcements package annual subscription and maintenance 1 $960 Automatic passenger counting package annual subscription and maintenance 1 $2,400 GTFS-RT package annual subscription and maintenance 1 $5,000 In -vehicle infotainment package annual subscription and maintenance 1 $14,592 Mobile video surveillance package annual subscription and maintenance 1 $0 Onboard cellular router package annual subscription and maintenance 1 $11,784 ANNUALCHARGES III $41,936 TOTALGRAND ' ' ' $478,107 System design Pre -installation site visit and documentation 1 (50% Implementation costs) $ 67,414 Invoiced at Notice to Proceed. NTP+5 days 2 Software licenses $ 25,000 Delivery of SPOT Console portal 3 Hardware components $ 108,599 Hardware delivery to customer location. NTP +6 weeks Installation and vehicle static test Hardware installation on first vehicle (by bus 4 (25% Implementation costs) $ 33,707 type) and static test report NTP +6 weeks Dynamic testing and training Dynamic test procedure report, training and 5 (25% implementation) $ 33,707 manuals NTP +8 weeks After 2 week burn -in (from customer -witnessed 6 Recurring items: Year 1 $ 41,936 test) warranty; SaaS anniversary begins. NTP +8 weeks, Invoiced Annually 6 Recurring items: 2-5 $ 167,744 SaaS anniversary Invoiced Annually GRAND• YEARS $478,107 PREPARED BY: NAME: Jose Mostajo TITLE: Senior Sales Representative Central Region ADDRESS: 6420 Congress Avenue, Suite 1850 Boca Raton, FL 33487 PHONE: (561) 288-1930 EMAIL: jmostajo@etatransit.com Rugged, Andriod DVIR portable device • Purpose-built, locked device capable of running the Whip Around DVIR app only 1 NOTE: no other apps can be run on the DVIR device Annual Software as a Service and support • DVIR app (for digital vehicle inspections) • DVIR portal (for configuration and reporting) • Technical support and software maintenance (Qty. equals number of vehicles X 12 months) 8 $ 400 $ - $ 3,200 1 2 96 $ Annual SaaS - Maintenance notifications • DVIR integration into SPOT notifications module • Hosting, technical support and software maintenance 3 (Qty. equals number of vehicles X 12 months) Tax exempt certificate required for sales tax to be waived. 96 $ 6 $ - $ 605 6 5 $ - $ 480 6 SUBTOTAL SALES TAX $4,285 INCLUDED $4,285 $1,085 $8,624 Unit prices are valid only for the total number of units quoted. Lesser quantities (or years) may require a higher price per unit cost because of certain fixed costs. Prices in this quotation are valid for ninety (90) days from the date of quotation or proposal and are applicable to the quantities herein. Changes to packages and/or quantities may require a revised quotation. No refund shall be provided for returned parts without written authorization from authorized ETA representatives. Estimated lead time for delivery is 13 weeks. A formal lead time estimate shall be provided by ETA ARO. Delivery is F.O.B. ETA Transit Systems, Inc. 6420 Congress Avenue #1850 Boca Raton, FL 33487 ETA TRANSIT SYSTEMS (ETA) WARRANTY POLICY ETA guarantees that each product is free from defects in material and workmanship. ETA's warranty is in effect for two (2) years from the original ship date from ETA. ETA will furnish to customer its Warranty and Support agreement ARO or upon request REVIEWED BY: 09/19/2025 Nicole M Castonguay, CEO Date: ETA Transit Systems ACCEPTED BY: Signature: Name and title: Date: q s U.- -1, 5 ADDENDUM TO SALES, SYSTEM SUBSCRIPTION, AND SYSTEM SUPPORT AGREEMENTS WITH ETA PHI SYSTEMS, INC., d/b/a ETA TRANSIT SYSTEMS QUOTE NO. 20250515 THIS ADDENDUM between the CITY OF SUNNY ISLES BEACH (hereinafter "CITY" or "Customer") and ETA PHI SYSTEMS, INC., d/b/a ETA TRANSIT SYSTEMS, a Florida corporation, and whose Federal Employer Identification (FEI) Number is 73-1689659 (hereinafter "ETA"), executed this 19 day of September, 2025, is made a part of the Sales, System Subscription, and System Support Agreements between CITY and ETA, dated September 19 , 2025 (hereinafter "Agreements"). CITY and ETA hereby agree as follows: 1. The following sections are added to the Agreements: PUBLIC RECORDS. ETA shall be required to comply with the following requirements under Florida's Public Records Law: A. ETA shall keep and maintain public records required by the CITY to perform the service. B. Upon written request from the CITY, ETA shall provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. C. ETA shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if ETA does not transfer the records to CITY. D. Upon written request, ETA shall, upon completion of the contract, transfer, at no cost, to the CITY all public records in possession of ETA or keep and maintain public records required by CITY to perform the service. If ETA transfers all public records to CITY upon completion of the contract, ETA shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If ETA keeps and maintains public records upon completion of the contract, ETA shall meet all applicable requirements for retaining public records. All records stored electronically must be provided by ETA to CITY, upon written request from CITY in a format that is compatible with the information technology systems of CITY. Notwithstanding the above, neither party shall be required to erase, delete, alter or destroy back-up media made in the ordinary course of business. IF ETA HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ETA'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerk ,CITYfl.net, 18070 Collins Avenue, 4th Floor, Sunny Isles Beach, Florida 33160. SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135, contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List or that is ADDENDUM TO ETA AGREEMENTS Page 1 of 7 engaged in the boycott of Israel is prohibited. ETA herein certifies, under penalty of perjury, that ETA is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the CITY's option if it is discovered that the entity submitted false documents of certification, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, created pursuant to Florida Statute, Section 215.473, or has been engaged in business operations in Cuba or Syria after July 1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at CITY's option if ETA is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. ETA must submit the certification that is attached to this Addendum as Attachment "A." Submitting a false certification shall be deemed a material breach of contract. CITY shall provide notice, in writing, to ETA of CITY's determination concerning the false certification. ETA shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If ETA does not demonstrate that CITY's reasonable determination of false certification was made in error, then CITY shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135. E -VERIFY. Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E -Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if ETA enters into a contract with a subcontractor, the subcontractor must provide ETA with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, ETA is required to verify employee eligibility using the E -Verify system for all existing and new employees hired by ETA during the contract term. Further, ETA must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of ETA to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.e-verif v/employers/enrolling-in-e-verify) and follow the instructions. ETA must retain the I-9 Forms for inspection, and provide the attached E -Verify Affidavit, attached hereto as Attachment `B." HUMAN TRAFFICKING. Pursuant to Section 787.06, Florida Statutes, entitled "Human Trafficking," a governmental entity cannot execute, renew, or extend a contract with a nongovernmental entity that uses coercion for labor or services, as defined in Section 786.06(2), Florida Statutes. ETA must submit the affidavit that is attached to this Addendum as Attachment "C," signed by an officer or an authorized representative of ETA, under penalty of perjury, attesting that ETA does not use coercion for labor or services as defined in Section 786.06(2), Florida Statutes. Submitting a false certification shall be deemed a material breach of contract. ADDENDUM TO ETA AGREEMENTS Page 2 of 7 IN WITNESS WHEREOF, ETA and CITY hereto have executed this Addendum on the day and year first written above. ETA PHI SYSTEMS, INC., d/b/a ETA TRANSIT SYSTEMS BY: csaC2 C�?� Nicole Castonguay, CEO STATE OF FLORIDA: COUNTY OF PALM BEACH: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this 19 day of September 2025, by Nicole Castonguay, as CEO of ETA Phi Systems, Inc., d/b/a ETA Transit Systems. (SEAL) 6011;'111 , BESSY PRAGER P Notary Public - State of Florida Commission k HH 381875 a�osrti�' My Comm. Expires Apr 2, 2027 Bonded through National Rotary Assn. Personally Known X or Produced Identification Type of Identification Produced: '41 r Notat Public, State of Florida (Signature of Notary Public) Bessy Prager (Print, Type, or Stamp Commissioned Name of Notary Public) [ADDITIONAL SIGNATURE PAGE TO FOLLOW] ADDENDUM TO ETA AGREEMENTS Page 3 of 7 ATTEST: CITY OF SU Y SLES BEACH BY: BY: Mauric o Bet ncur, f MC, City Clerk Larisa Svechi Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY r BY: BY: &�- V� Department Head AAin E. Boileau for Nabors, Giblin & Nickerson, P.A., City Attorney ADDENDUM TO ETA AGREEMENTS Page 4 of 7 OSUNNP /r(FS@ F 9fl U CONTRACTOR ANTI-BOYCOTT CERTIFICATION IOP�Q y¢ °N �� [PURSUANT TO FLORIDA STATUTE § 287.1351 L Nicole Castonguay , on behalf of ETA Transit Systems Print Name Company Name ETA Transit Systems certifies that does not: Company Name 1. Participate in a boycott of Israel; and 2. Is not on the Scrutinized Companies that Boycott Israel list; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Terrorism Sectors List; and 5. Has not engaged in business operations in Cuba or Syria. Signature COO Title 09/19/2025 Date E -Verify Affidavit Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E - Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a contractor enters into a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, all contractors doing business with the City of Sunny Isles Beach are required to verify employee eligibility using the E -Verify system for all existing and new employees hired by the contractor during the contract term. Further, the contractor must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.a-verify.gov/emplovers/enrolling-in-e-verify) and follow the instructions. The contractor must, as usual, retain the 1-9 Forms for inspection. By affixing your signature below you hereby affirm that you will comply with E -Verify requirements. ETA Transit Systems Company Name 09/19/2025 Offeror Signature Date Nicole Castonguay COO Print Name Title 73-1689659 Federal Employer Identification Number (FEIN) Sworn to and subscribed before me on this this 19 day of September ® Is personally known to me ❑ Has produced identification (type of identification produced: V Sign re f Notary Public 1101MGER Natary 4 --State e1 FIE. [amm4dw / HN ]d1S]S ,,,—t,., MyCamm.f.plre,Apr3,3077 April 2, 2027 eonded Mwph Wllonal Hetuylsm. Print or Stamp of Notary Public Expiration Date 2025. O� SUNNY +S`�SB F U , I r hF 9�� FI.OP�O yW oP SUN PND Affidavit of Compliance with Anti -Human Trafficking Laws City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947-0606 The undersigned, on behalf of the entity listed below ("Entity"), hereby attests, under penalty of perjury, as follows: 1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. (Source: § 787.06 (13), Florida Statutes — Human Trafficking). 2. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: September 19 20 25 Entity: ETA Phi Systems, Inc STATE OF Florida COUNTY OF Palm Beach Signed: Name: Nicole Castonguay Title: COO The foregoing instrument was acknowledged before me, by rgeans o�❑ physical presence ori( online n rization, this 19 day of eptem er 20 25 by La-111v�as Coo for ETA Phi Systems, enc I , who is personally known to me or who has produced FL Drivers License as identification. Notary Public Signature:✓�' Print Name: Bessy Prager BESSYPMGER Notary mlWa - Sub of Florida ' q Comm Explr HUMUS 2,2S My Comm. Eaplre+Apr 2, IOi7 Bonded lNoo9h Natlonal Notary ban. State of Florida at Large (Seal) April 2, 2027 My commission expires: .I k 4F SUE+ 1. City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Fabricio Volpi, Public Works Director DATE: September 18, 2025 RE: Approval of an Agreement with ETA Phi Systems, Inc. for the Purchase of an Intelligent Transportation System RECOMMENDATION: Staff recommends approval of this resolution. REASONS: The city operated shuttle bus service utilizes software for vehicle tracking and a mobile application for bus route information for use by the public. There is also software used for the required security cameras on the buses and automatic passenger counters. The current software is inadequate and many complaints have been received by the public. This fiscal year, Transportation budgeted to replace this system with a more advanced and reliable service. Over the course of many months, a team of employees have field reviewed several vendor options to determine the one that will be best suited for our operation. The City Project Manager's recommend ETA Phi Systems Inc. to meet our transportation needs. This new software system for the Shuttle Buses provides a user-friendly mobile application that features multiple languages to better inform our residents on arrival and departures times as well as prompts for Item Number: 91 407 any unusual delays. In addition to this, the new software will help the Transportation Department have a better tracking system of the routes, as well as the passenger counter for reporting ridership as required by Miami -Dade County. The proposed system will include updated cameras, fixed base route system, an automatic passenger count (APC), Real-time GPS/Arrivals-Departures (GTFS-RT) package, automatic voice announcements (AVA), infotainment LCD screens, digital vehicle inspection record (DVIR) and onboard cellular router. The city is requesting approval to award ETA Phi Systems, Inc., a contract amount Not -To -Exceed $478,107.00 across a five (5) year period. ADDITIONAL INFORMATION: Lead Time: With a targeted Notice -To -Proceed date of October 6, 2025, a System Burn -In Period Ending November 6, 2025, and the phasing out of the existing system, ETA's system should be fully deployed by December 30, 2025. Procurement Method: Pursuant to Sunny Isles Beach Code of Ordinances § 62-13. Purchases made under state general service administration contracts, federal, county or other governmental contracts or competitive bids with other governmental agencies, the City is authorized to piggyback and enter into contracts without competitive bidding by utilizing existing local, state or other governmental authorities that followed a competitive bidding procedure leading to the award of a contract. On June 20, 2019, Brevard County issued a Request for Proposal contract #RFP -5-19-15 Intelligent Transportation System Software. ETA Phi Systems, Inc. was awarded the contract to provide such services, the contract remains active. References: The City's Public Works Director and IT visited the Cities of Hialeah and Coral Gables on several occasions and were satisfied with the software and app performance. Additionally, four agencies provided references for ETA Phi Systems, Inc. The agencies were The Cities of Hialeah and Coral Gables, Brevard County Government, and Florida Atlantic University. All four (4) agencies provided favorable references. Summary of Events: In summary, due to repeated service and passenger safety equipment failures with the current vendor —posing significant operational and safety risks—the City conducted a thorough evaluation process, including field reviews and reference checks. ETA Phi Systems, Inc. was selected for offering a full - Item Number: 91 408 package solution, and being available through a piggyback contract method via Brevard County's competitively bid contract. FUNDING SOURCE: Funds have been appropriated as follows: New Hardware and Software: Accounts 110-5-5440-434050- 00000 (Software), 110-5-5440-446002-00000 (Annual Maintenance and Warranty), 110-5-5440- 464150-00000 (Hardware), and Account 110-5-5440-434050-00000 (ETA Solar Powered Trackers). This system purchase amount is $310,363.00 for Year (1). Years (2) through (5) will be budgeted each year for the annual subscription service in the amount of $41,936.00 each year. ATTACHMENTS: Resolution Agreement Item Number: 91 409