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HomeMy WebLinkAboutReso 2016-2523 . RESOLUTION NO. 2016- /523 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT WITH TRACKING SOLUTIONS CORP. D/B/A TSO MOBILE TO PROVIDE SERVICES TO ENHANCE THE COMMUNITY SHUTTLE WITH PUBLIC TRANSIT TECHNOLOGIES TO MONITOR THE FLEET AND IMPROVE THE PASSENGER EXPERIENCE, IN AN AMOUNT NOT TO EXCEED FORTY-FOUR THOUSAND ONE HUNDRED FORTY- TWO DOLLARS AND NINETY-TWO CENTS ($44,142.92), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS. the City of Sunny Isles Beach is in need of a Contractor to enhance the Community Shuttle with Public Transit technologies to monitor the fleet and improve the passenger experience; and WHEREAS, these services will include a mobile application and telephone service for citizens to use, as well as passenger counter technology to monitor utilization of the City's Community Shuttle Buses; and WHEREAS, Tracking Solutions Corp. d/b/a TSO Mobile has expressed the ability and desire to provide these services to the City pursuant to the terms and conditions offered to the City of Hollywood, via Request for Proposal (RFP) No. 0002-2012; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City desires to enter into an Agreement with TSO Mobile to provide the services, in a total amount not to exceed Forty-Four Thousand One Hundred Forty-Two Dollars and Ninety-Two Cents ($44,142.92), attached hereto as Exhibit "A", during the initial two-year term of the Agreement. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Agreement. The City Commission hereby approves the Agreement with Tracking Solutions Corp. d/b/a TSO Mobile to provide the services to enhance the Community Shuttle with Public Transit technologies to monitor the fleet and improve the passenger experience, in a total amount not to exceed Forty-Four Thousand One Hundred Forty- Two Dollars and Ninety-Two Cents ($44,142.92), attached hereto as Exhibit "A", for the initial two-year term of the Agreement. R2016-TSO Mobile Monitor Community Shuttle Bus Snv Page 1 of 2 Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement. Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED and ADOPTED on this 18th day of February 016. _ George choll, Mayor ATTEST: •. Jane A. Hines, MMC, City Clerk Approved As-to Form and Legal Su i. 'ency: AAfi 9tti Irt, City Attorney Moved by: C.,p ,t_1D� Seconded by: V Ace. M TTD Vote: 5-0 Mayor Scholl ✓(Yes) (No) Vice Mayor Gatto ✓(Yes) (No) Commissioner Aelion ✓(Yes) (No) Commissioner Goldman ✓(Yes) (No) Commissioner Levin V(Yes) (No) R2016-TS0 Mobile Monitor Community Shuttle Bus Sry Page 2 of 2 O�SJNNr'S\s r `= AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND TRACKING SOLUTIONS CORP. DB/A Of too TSO MOBILE CONTRACT NO. C6152 1516-042 THIS AGREEMENT(hereinafter referred to as the"Agreement")is made in duplicate, this 1$"'' day of Ff.132A. * R.'-a' , 2016 by and between the CITY OF SUNNY ISLES BEACH, (hereinafter referred to as "City"), and TRACKING SOLUTIONS CORP. D/B/A TSO MOBILE, a Corporation authorized to do business in the State of Florida (hereinafter referred to as "Contractor") whose Federal I.D. # is 03 o y 012 n 4- RECITALS WHEREAS, City is in need of Contractor to enhance the Community Shuttle with Public Transit technologies to monitor the fleet and improve the passenger experience; and WHEREAS, Contractor has expressed the ability and desire to provide these Services to the City pursuant to the terms and conditions offered to the City of Hollywood, via Request for Proposal ("RFP") No. 0002-2012, a copy of which is attached hereto as Attachment "B", and incorporated herein by reference; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City's competitive bidding procedures; and WHEREAS, the City desires to enter into this Agreement with Contractor to provide the Services in a total amount not to exceed Forty Four Thousand One Hundred Forty Two Dollars and Ninety Two Cents ($44,142.92) during the initial two year term of this Agreement. NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. 2. SERVICES. Contractor agrees to perform the Services as more particularly described in Attachment "A", a copy of which is attached hereto. The Services shall be performed by Contractor to the full satisfaction of the City. Contractor agrees to have a qualified representative to audit and inspect the Services provided on a regular basis to ensure all Services are being performed in accordance with the City's needs and pursuant to the terms of this Agreement, and shall report to the City accordingly. Contractor agrees to immediately inform the City via telephone and in writing of any problems that could cause damage to the City's property, improvements and persons. Contractor will require its employees to perform their work in a manner befitting the type and scope of work to be performed. The City reserves the right to design the main screen of the mobile application, including but not limited to content, fonts,letter sizes,and picture sizes. The phrase"Powered by TSO Mobile"will re am visible on the main screen.The City also reserves the right to define the name of the mobile asplications, as well as key words used for search capability on mobile devices. t\; -"152 1516-042-TSO MOBILE ` 3. INITIAL TERM AND OPTIONAL RENEWAL. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall begin upon the execution of this Agreement and shall end no later than two years thereafter. The City shall have the right to renew this Agreement for three (3) optional one (1)year renewal terms. 4. COMPENSATION. The Contractor agrees to provide the desired Services to the City in an amount not to exceed Twenty Nine Thousand Three Hundred Ninety Five Dollars ($29,395.00) for initial hardware, installation, and system setup for three solutions, in addition to a recurrent annual maintenance fee of Seven Thousand Three Hundred Seventy Three Dollars and Ninety Six Cents ($7,373.96), bringing the total contract amount not to exceed Forty Four Thousand One Hundred Forty Two Dollars and Ninety Two Cents($44,142.92) for the initial two-year term. The total compensation amount encompasses fixed and variable costs for a total of seven (7) active and spare vehicles. Should the City wish to expand the service by increasing the number of active vehicles, the waived cost associated with a spare vehicle converted to an active vehicle shall be adjusted to an amount no greater than One Thousand Seventy-Nine Dollars and Seventy-Six Cents($1,079.76)per year for each such vehicle.Variable costs also include IVR minutes, which must be purchased separately if the allotted package minutes are consumed. In the event both the City and Contractor agree to exercise the pption(s) to renew, Contractor agrees to charge an amount not to exceed Seven Thousand Three Hundred Seventy Three Dollars and Ninety Six Cents ($7,373.96) for each yearly renewal term in addition to One Thousand Seventy Nine Dollars and Seventy-Six Cents($1,079.76)per year for each additional spare vehicle that is converted to a permanently active vehicle. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with this Agreement and a schedule of charges reflected in Attachment"A" and under the following conditions: • a. Disbursements. There are no reimbursable expenses associated with this contract. b. Payment Schedule. Invoices received from the Contractor pursuant to this Agreement will be reviewed by the initiating City Department. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the contract number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act. The City will pay properly submitted Contractor invoices within 30(thirty)days of receipt,for completed and accepted deliveries or specified services and/or goods, unless the City notifies the Contractor in writing of the dispute, before the payment is due. c. Availability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. d. Final Invoice. In order for both parties herein to close their books and records,the Contractor will clearly state"final invoice" on the Contractor's final/last billing to the City. This certifies that all services have been properly performed and all ch ges and costs have been invoiced to the City. Since this account will thereupon be closed, any other additional charges, if not properly included on this final in oice, are waived by the Contractor. ._� --TSO-M BILE Page 2 S a B Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. Contractor shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt,obligation,judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 5. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any, action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 6. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this Agreement and related Services to this Agreement are intended and represented for the ownership of the City only. Any other use by Contractor or other parties shall be approved in writing by the City. If requested, Contractor shall deliver the documents to the City within fifteen(15) calendar days. 7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum insurance coverages to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents, or employees, as indicated below: ❑ Comprehensive General Liability Insurance, including broad form contractual liability coverage for all operations, including, but not limited to, Premises/Operations, Products/Completed Operations, Contractual, Independent Contractors, Personal Injury and Property Damage liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence. ❑ Worker's Compensation, as required by the State of Florida Employer's Liability. ❑ Business Automobile Liability which shall include coverage for all owned, non-owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,000)per occurrence. Insurance required of the Contractor shall be primary to,and not contribute with,any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor's indemnification and obligations hereunder. The insurance policy(ies)shall be issued by companies auth•rized to do business under the laws of the State of Florida and acceptable to the City with a mini urn A.M. Best rating of A-Excellent. Before any work under this Agreement is 2—TSO MOBILE Page 3 • performed,and at any time upon request; Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability,with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. Contractor 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. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 8. WARRANTY OF SERVICES. Contractor warrants and guarantees that all hardware and software included in the Services provided under this Agreement shall be free from material defects in design, materials, and workmanship and will function, under normal use and circumstances,during the entire term of this Agreement,including the initial term and any renewal terms. If defective hardware and/or software is found,Contractor shall respond and investigate the issue before the end of the next business day after being notified by the City. In such an event,the Contractor shall promptly either correct or remove such defective hardware and/or software and replace it with non-defective hardware and/or software within three (3) business days of first written notice from the City. Contractor shall bear all direct and indirect costs of such removal or correction of the defective hardware and/or software. Additionally, all application/service support calls shall be included during the entire term of this Agreement including the initial term and any renewal terms. Finally, any future solutions' enhancements shall be made available to the City at no additional cost. 9. TERMINATION AND REMEDIES FOR BREACH. A. If,through any cause within reasonable control,the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement,the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor thirty(30)days to cure such default. If the default remains uncured after thirty(30)days the City may terminate this Agreement,and the City shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. If Contractor fails, refuses or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub-Contractor (s)) shall be delivered to the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. The City shall not be liable for any claimed consequential or indirect damages, including but not limited to recurring monthly charges beyond the effective date of termination. �C'1j6-042 TSO •BILE Page 4 (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City.The City may,for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor ninety (90) days written notice. The terms of Paragraph A(i) and A(ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 10. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall be interpreted and construed in accordance with and governed by 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 the Eleventh Judicial Circuit in and for Miami Dade County, Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. In the event it becomes necessary for the City to file a lawsuit to enforce any term or provision under this Agreement and the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. Nothing in this Agreement is intended to serve as a waiver of sovereign immunity, or of any other immunity, defense, or privilege enjoyed by the City pursuant to Section 768.28, Florida Statutes. 11. CONFIDENTIAL INFORMATION. The Contractor shall not,either during the term of this Agreement or any time for a period of 10 (Ten) years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties of the Contractor under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Contractor of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation,the City shall have the right, in addition to any other remedies available to it at law or in equity,to enjoin the Contractor from violating such provisions. 12. NOTICES. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii)by guaranteed overnight delivery by a nationally recognized courier service, or (iii) facsimile with confirmation receipt (with a copy simultaneously sent by certified or register mail, first class postage prepaid, return receipt requested or by overnight delivery by traditio ally recognized courier service), addressed to such party as follows: C F5-1-6= -TSO MOBILE Page 5 S ' If to the City: Christopher J. Russo With a copy to: City Manager Hans Ottinot City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Fourth Floor Tel: (305) 792-1701 Sunny Isles Beach, Florida 33160 Tel: (305) 792-1702 Diego Capelluto Director Public Transportation If to the Contractor : TSO Mobile 7791 NW 46th St. Ste 305 Miami, FL 60164 Tel: (877)477-2922 Fax: (305) 500-9132 Email: dcapelluto @tsomobile.com 13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in Miami-Dade County, Florida. 14. AUDIT. The Contractor shall make available to the City or its representative all required financial records associated with the Agreement for a period of Three (3)years. 15. NON-DISCRIMINATION. The Contractor agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 11375 and 12086. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, , religion, ancestry, national origin, sex, disability or other handicap, age, marital/familial status,or status with regard to public assistance. The Contractor will take affirmative action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The.Contractor agrees to post in conspicuous places, available to employees and applicants for employment,notices to be provided by the City setting forth the provisions of this non-discrimination clause. The Contractor agrees to comply with any Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), which prohibits discrimination against the handicapped in any Federally assisted program. 16. CONFLICT OF INTEREST. The Contractor agrees to adhere to and be governed by the Miami-Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by Chapt-. 33 of the City of Sunny Isles Beach Code of Ordinances, which are incorporated by refere ce herein as if fully set forth herein,in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest,directly 51 =�\ —TSO MOBILE Page 6 or indirectly which could conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement,no person having any such interest shall knowingly be employed by the Contractor. The Contractor guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. 17. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, damages, losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings)relating to, arising out of or resulting from the Contractor's negligent acts, errors, mistakes or omissions relating to professional Services performed under this Agreement. The Contractor's duty to defend,hold harmless and indemnify the City,its agents,representatives, officers,directors, officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts, errors, mistakes or omissions related to Services in the performance of this Agreement including any person for whose acts,errors,mistakes or omissions the Contractor may be legally liable. The parties agree that TEN DOLLARS($10.00)represents specific consideration to the Contractor for the indemnification set forth in this Agreement. 18. MISCELLANEOUS. A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. D. Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority to bind their respective party to this Agreement. E. This Agreement contains the entire agreement of the parties, and may be amended, waived, changed, modified, extended or rescinded only by in writing signed by the party against whom any such amendment, waiver, change, modification, extension and/or rescission is sought. F. If there is a conflict or inconsistency between any term,statement, requirement,or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given superior effect and priority over any conflicting or inconsistent term, statement, requirement or provision contained in any other document .r attachment, including but not limited to Attachment "A" and"B". . e SO MOBILE Page 7 s IN WITNESS WHEREOF,the parties hereto have executed this Agreement in duplicate on the day and year first written above. WITNESS: TRACKING SOLUTIONS CORP. D/B/A TSO MOBILE Y1t pvin BY: t .fit Nam: , Diego Capelluto,U•ector Si VI name ,ATTEST: CITY OF LES BEACH A BY: Jane A. Hines,MM , City Clerk George r . Scholl, Mayor APPROVED : TO FORM AND LEGAL SUFF t IO CY BY: Jib, Fr-so 'not, City Attorney C1516-042—TSO MOBILE Page 8 S1B TSO MobiI& By Tracking Solutions Corp. January 5, 2016 City of Sunny Isles Beach To whom it may concern: The City of Sunny Isles Beach is interested in enhancing the Trolley System with Public Transit technologies • to monitor their fleet and improve the passenger experience. ISO is a local Florida company and supplier of such solutions, recognized nationally and servicing cities such as Hollywood, Doral, Fort Lauderdale, Miami Beach and more. We were approached by Sunny Isles to fulfill their technologies requirements following the same type of solutions that TSO provide City Of Hollywood. City of Hollywood awarded ISO Mobile RFP-0002-2012 on December 10 of 2012 with a 2 year contract period and ongoing one year contract. The contract was renewed for an additional year in September 18, 2014 (#B002643). The current documents for the services were renewed on September 28, 2015 (#B002791) for an additional one year period, including all the services provided under the scope of the original RFP. The total amount for the services requested is based in quotes already presented to The City of Sunny Isles Beach. The solution proposed to The City of Sunny Isles Beach is the same contract agreement type that was settled in with Hollywood that includes a onetime hardware cost, Installation, and monthly service fees. The City will also receive unlimited support and training. If you desire additional information, please contact me at the toll-free number below, ext. 1135, or by e- mail, dcapelluto @tsomobile.com. Sincerely, Diego Capelluto • or u is Transportation ISO Mobile TSO Mobile I 7791 NW 46th ST Suite 305 Miami, FL 33166 I Office:(877)-477-2922 I Fax: (305) 500-9132 ATTACHMENT "A" S 8 TQ TM 4bd ESTIMATE x \Z"`"4.` By Tracking Solutions Corp.~ Estimate# H181376 • Date 11/06/2015 7791 NW 46 Street,Suite 306 Expiration Date 11/07/2015 Dora!FL,33166 Sales Rep David Gonzalez Phone: (305)477-4599 Fax: (305)500-9132 BILL TO SHIPPING TO CITY OF SUNNY ISLES BEACH CITY OF SUNNY ISLES BEACH 18070 Collins Avenue,Sunny Isles Beach FL 18070 Collins Avenue,Sunny Isles Beach FL 33160 US 33160 US Sunny Isles Beach FL,33160 Sunny Isles Beach FL,33160 US US •( .Product Description Quantity• ( Amount y TSO 10200 AVL Automatic Vehicle Location Unit/GPS Tracking Unit 7.00 $450.00 $3150.00 Activation Fee Plus Sim Card Activation Fee Plus Sim Card 7.00 $35.00 $245.00 GPS Service-Public GPS Service-Public Transportation 7.00 $69.99 $489.93 Transportation Mobile APP Monthly Service Fee Mobile Application Available in Android and Apple Markets 7.00 $19.99 $139.93 Monthly Service Fee Installation AVL Installation 7.00 $130.00 $910.00 APC(one door) High Accuracy Contactless Passenger Counter(one door)Bike 7.00 $2,350.00 $16450.00 Rack and Wheel Chair Sensors Installation APC Installation 7.00 $500.00 $3500.00 APC(one Door)Monthly fee Automatic Passenger Counter Monthly Fee for one door 7.00 $19.99 $139.93 IVR-AVIS Setup IVR-AVIS Setup 1.00 $1,600.00 $1600.00 AVIS Monthly Fee Automated Voice Information System Monthly Service Fee- 7.00 $29.99 $209.93 Requires Additional Minutes Package AVIS Monthly Fee 3,000 Minute Package 1.00 $270.00 $270.00 SUB TOTAL $27,104.72 Thank you for your interest in our products and services! DISCOUNTS $0.00 TAXES $0.00 TOTAL $27,104.72 NOTES AVL/Mobile App/APC System/IVR System Fix cost one Time per vehicle:$3,693.571 Monthly cost per vehicle:$139.96 IVR Minutes(3,000 Minutes Package):$270.00 City of Sunny Isles Beach will receive a$65.00 discount per unit per month effective on the 7th Month of service. • AGREEMENT BETWEEN HOLLYWOOD,FLORIDA COMMUNITY REDEVELOPMENT AGENCY AND TRACKING SOLUTIONS CORP.DB/A TSO MOBILE FOR TROLLEY TECHNOLOGY ENHANCEMENT SERVICES This Agreement made and entered into this ,2 t ST day of G.) , 2013 and between the Hollywood, Florida Community Redevelopment Agency, (hereinafter"CRA") and Tracking Solutions Corp d/b/a TSO Mobile a Florida corporation authorized to do business in the State of Florida(hereinafter"TSO"). WHEREAS, the CRA issued Request for Proposal No. 0002-2012 (hereinafter the "RFP")for Trolley Technology Enhancement Services; and WHEREAS,TSO was the only proposer to submit a proposal in response to the RFP; NOW, THEREFORE, in consideration of the mutual promises and understandings set forth herein,the parties hereto agree as follows: ARTICLE I INCORPORATION OF DOCUMENTS The RFP, including any addenda thereto, and the proposal submitted by TSO, (hereinafter, collectively, the "RFP Documents") are attached hereto and incorporated herein in their entirety. Except as otherwise provided in this Agreement,the parties shall comply with the terms and conditions set forth in the RFP Documents. ARTICLE II TERM This Agreement shall commence upon execution of this Agreement by the CRA and shall ex.ire on September 30, 2013. This Agreement may be renewed for one (1) additional one (1) y,ar period by the parties contingent upon the CRA determining it is in the best interest of the • to renew and TSO agrees to renew in writing. 1 ATTACHMENT "B" Sl ; ARTICLE III SCOPE OF SERVICES TSO shall provide Trolley Technology Enhancement Services in accordance with RFP- 0002-2012,TSO's response and this Agreement. ARTICLE IV COMPENSATION The CRA shall remit payment to TSO for services exceed$48,673,92.The pricing for said services is provided in the total amount not to RFP-0002-2012. pursuant to Exhibit"A"of TSO's response to ARTICLE V INDEMNIFICATION The parties hereby agree that the following indemnification provision shall govern this Agreement: TSO agrees to indemnify and hold harmless the from and against any and all claims, suits, actions, CRA, its officers,agents and employees legallegal or � damages and causes of action whatsoever, administrative proceedings,liabilities,interest,attorney's fees,costs of any kind whether arising prior to the start of activities, installation of technology or following acceptance and in any manner directly or indirectly caused, completion in or whole or in part by reason of any y � occasioned or contributed to in whole or in TSO, by reason oc y� error or omission, fault or negligence whether active or Ling under its control,direction,or on its behalf in connection with or incident to its performance of this Agreement and the RIP Document. ARTICLE VI REMEDIES This Agreement shall be governed by the laws of the State of Florida.action necessary to enforce this A Any and all legal herein conferred upon any Agreement will be held in Broward County,Florida. No remedy Po y party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right,power,or remedy hereunder shall preclude any other or further exercise hereof. ARTICLE VII SEVERABILITy If any term or provision of this Agreement, or the application thereof to any circumstances shall, to any extent, be held invalid or unenforceable, the remaindeperson f this Aent, or the application of such term or those which it is held invalid or unenforceable,sshall not be affected, and every circumstances t�than 2 0 B and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law ARTICLE VIII ENTIRETY OF CONTRACTUAL AGREEMENT This Agreement, the RFP Documents, together with the attachments hereto, sets forth the .entire agreement between the parties, and there are no promises or understandings other than those stated herein. None of the provisions, terms or conditions contained in this Agreement, or the RFP Documents, may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. ARTICLE IX NOTICE All notices required shall be sent by certified mail, return receipt requested. If sent to City,such notices shall be mailed to: Jorge Camejo,Executive Director Hollywood,Florida Community Redevelopment Agency 330 North Federal Highway Hollywood,Florida 33020 with a copy to: General Counsel for the CRA 2600 Hollywood Boulevard, Rm.407 Hollywood, Florida 33020, and if sent to TSO,such notices shall be mailed to: David Gonzalez, Sales Manager TSO Mobile 7791 NW 46th Street,Suite 307 Doral, Florida 33166 ARTICLE X THIRD PARTY RIGHTS Nothing in this Agreement shall be construed to give any rights or benefits to anyone \ otheethan City and TSO Mobile. 3 LD • AGREEMENT BETWEEN THE CRA AND TRACKING SOLUTIONS CORP. D/B/A TSO MOBILE IN WITNESS WHEREOF, the parties hereto have set their hands and official seals the day and year first above written. HOLLYWOOD,FLORIDA COMMUNITY REDEVELOPMENT AGENCY ATTEST: By: Alssisms■ J• ..e :issejo,Executive D1 _n for the CRA Phyllis Lewis,Secretary I 11 ■ APPROVED AS TO FORM&LEGALITY for the use and reliance of the Hollywood, Florida Community Redevelopment Agency, only. // ' / // / � P. effe1, a:a'i Counsel Tracking Solutions C ..d/b/a TSO Mobile e • ED: B ----‘v CA 2i.,' o v.0 e Name printed pr stamped Title: i-N,c r is / 'vA Name typed, . ''ted or stamped Nam, typed,prin or stamped /' 4 0 ,S,'NUY 'sz,t. City of Sunny Isles Beach - 18070 Collins Avenue '` = Sunny Isles Beach, Florida 33160 �► .�-� fir' . Y s,, 9) F,a¢° y4' (305)947-0606 City Hall c1•1.-c sup+ °`�� (305)949-3113 Fax MEMORANDUM TO: The Honorable Mayor and City Commission VIA: Christopher J. Russo, City Manager FROM: Derrick L.Arias, Chief Information Officer DATE: 2/18/2016 Agreement with TSO Mobile for public transit RE' technologies. RECOMMENDATION: It is recommended that the City Commission adopt the attached resolution authorizing the Mayor to enter into this agreement with TSO Mobile. REASONS: The City is in need of a vendor to provide services for the monitoring of our community shuttle service. These services will include a mobile application and telephone service for citizens to use, as well as passenger counter technology to monitor utilization of the City's shuttle services. This agreement includes the initial cost of equipping the shuttle buses with necessary hardware, as well as the annual costs for providing the monitoring, reporting, and telephone systems services. ADDITIONAL INFORMATION: The agreement shall be for an amount not to exceed $44,142.92 during the initial 2 year term. Three subsequent one-year optional extensions at an amount not to exceed $7,373.96 per year shall be available at the City's discretion. 93 FUNDING SOURCE: Funding is available from accounts 001-2-5160-434050-99701 and 001-2-5160-464300-99701 ATTACHMENTS: Description Resolution Agreement Item Number: 10.E. 94