Agenda 04/12/2011 Item #16A 6
4/12/2011 Item 16.A.6.
EXECUTIVE SUMMARY
Recommendation to approve an amendment to Contract # 10-5455 Management Contract
for the Collier Area Transit (CAT) Fixed Route and Paratransit Program to clarify
ownership rights to Zonar@ equipment purchased by the Contractor, Tectrans, Inc., and
installed upon CAT vehicles and to authorize an Agreement amongst Zonal' Systems, Inc.,
Tectrans, Inc. and Collier County that assigns Tectrans' current annual Zonar
subscription to Collier County at no cost.
OBJECTIVE: Approve an amendment to Contract # 10-5455 Management Contract for the
Collier Area Transit (CAT) Fixed Route and Paratransit Program to state that the Contractor,
Tectrans, 1nc., shall be responsible to purchase all necessary Zonar system devises for Collier
County CAT buses, which shall become the property of the County when installed, and to
authorize an Agreement that assigns Tectrans' cUlTent annual Zonar subscription for fleet
telematics web application and software to Collier County at no cost thus enabling the donated
system devises to be utilized consistently with the terms of the agreement.
CONSIDERATION: On September 14, 2010. the Board of County Commissioners entered
into a contract with T ectrans 1nc., to provide the management services for the County public
transportation system, Collier Area Transit (CAT). The County required that the Contractor
ensure that all drivers properly complete and report body and mechanical defects on any vehicle.
As part of the proposal, Tectrans Inc. indicated they would accomplish this contractually by
providing and utilizing Zonar@; the new electronic pre and post-trip monitoring system for
vehicle maintenance inspections and reports licensed by Zonar Systems. Inc.
The Zonar system equipment will be installed on each fixed route and paratransit vehicle.
However, because the equipment is being installed on vchiclcs owned by the County. it is
essential that the County clarify ownership rights to the Zonar(g) equipment. The attached
Amendment to Contract # 10-5455 will make clear that the Contractor, Tectrans, will be
responsible for purchasing all necessary Zonar system devices on the CAT Transit buses and
utilizing the system consistent with the terms of this Agreement. Once installed. the devices will
become and forever remain the property of the County.
Once the systems are installed, CAT bus operators can use a hand held device to enter pre- and
post-trip inspection data. The equipment installed on the buses assigns a unique 10 to each bus;
as the data is entered by the operator, the inspection data is sent to the Zonar website. CAT
management staff can log into the Collier Zonar wcbsite and review each bus asset pre- and post-
trip inspection, run numerous repoI1s monitoring the condition of the vehicles, and track the
where-a-bouts of the buscs.
The proposed system has the following features:
. High Definition GPS - Captures data in four dimensions - latitude, longitude, time and
odometer.
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4/12/2011 Item 16.A.6.
. Real-Time Vehicle Diagnostics - Reads and reports vehicle subsystem data remotely, for
fleet operation.
. Trip Level Metrics - Measures key on-to-off fuel consumption, cutting costs and
emissions dramatically.
. Enhanced Tracking - Connects drivers to vehicles, for the first time, for perfonnance
ga1l1s.
. Dynamic Geo-Fencing - Creates geographical tracking parameters and provides real-
time alerts.
Zonar will be an enhancement to the operations and management of the CAT system.
Finally, authorization is also sought for an Assignment Agreement amongst Zonar, Tectrans, and
Collier County that assigns Tectrans' Annual Subscription Agreement with Zonar to Collier
County for the access and use of Zonar's fleet telematics web application and related software.
FISCAL IMPACT: The cost of the Zonar equipment is allocated in Contract # 10-5455 in the
System Planning and Administration responsibilities of the Contractor. The Fleet Department is
responsible for the installation of the equipment to the vehicles. The approximate cost for
installation of equipment for the CAT fixed route vehicles is at $3000.00 and funds are available
in the CAT Fund 426, Project No. 61101. The approximate cost for the Paratransit vehicles is at
$3,450.00, and funds are available in Paratransit's operating fund, Fund 427, Project No. 31427.
LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County
Attorney's Office, is legally sufficient for Board action and only requires a majority vote-SRT.
GROWTH MANAGEMENT IMPACT: Consistent with Objective 12 of the Transportation
Element of the Growth Management Plan.
RECOMMENDA TION: That the Board approves thc amendment to the contract with
T ectrans, 1nc., to clarify ownership rights to ZonarcRI equipment purchased by the Contractor
upon CAT vehicles and authorizes the Chairman to sign the attached Assignment Agreement.
Prepared by: Michelle Edwards Arnold, Alternative Transportation Modes DepaJ1ment
Director
Attachment(s): ]) Amendment to Contract # 10-5455, Management Contract for the Collier
Area Transit (CAT) Fixcd Route and Paratransit Program
2) Assignment Agreement
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COLLIER COUNTY
Board of County Commissioners
4/12/2011 Item 16.A.6.
Item Number: 16.A.6.
Item Summary: Recommendation to approve an amendment to Contract # 10-5455
Management Contract for the Collier Area Transit (CAT) Fixed Route and Paratransit Program to
clarify ownership rights to Zonar'" equipment purchased by the Contractor, Tectrans, Inc., and
installed upon CAT vehicles and to authorize an Agreement amongst Zonar'" Systems, Inc.,
Tectrans, Inc. and Collier County that assigns Tectrans' current annual Zonar'" subscription to
Collier County at no cost.
Meeting Date: 4/12/2011
Prepared By
Name: Cardeso Y ousi
Title: Administrative Assistant,Alternative Transportation Modes
3/18120 II 11 :27:50 AM
Submitted by
Title: Administrative Assistant,Alternative Transportation Modes
Name: CardesoYousi
3/18/201] 11 :27:52 AM
Approved By
Name: So!OCaroline
Title: Management/Budget Analyst.Transportation Administr
Date: 312212011 10:45:08 AM
Name: ArnoldMichelle
Title: Director - All Transpol1ation Modes,Allernativc Tr
Date: 3122120 II 12:38: 15 PM
Name: BetancurNatali
Title: Executive Secretary,Transportation Engineering & Construction Management
Date: 3123120 II 1: 11 :46 PM
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Name: CarterGlama
Title: Manager - Public Transit,Altemative Transportation Modes
Date: 312412011 8:37:42 AM
Name: federNorman
Title: Administrator - Growth Management Div, Transportati
Date: 3125120] 1 11 :32:45 AM
Name: MarcellaJeanne
Title: Executive Secretary, Transportation Planning
Date: 3128/2011 I: 1 0:39 PM
Name: TeachScotl
Title: Deputy County Attomey,County Attorney
Date: 3/31120114:32:30 PM
Name: Klatzkowleff
Title: County Attorney,
Date: 4/11201] 5:39:02 PM
Name: StanleyTherese
Title: Management/Budget Analyst, Senior.Office of Management & Budget
Date: 4/412011 11 :44:58 AM
Name: Klatzkowleff
Title: County Attorney.
Date: 4/412011 1: 1 0:05 PM
Name: OchsLeo
Title: County Manager
Date: 4/412011 3: 11 :22 PM
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4/12/2011 Item 16.A.6.
4/12/2011 Item 16.A.6.
P.O. #
SUBSCRIPTION AGREEMENT
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-z MAR
Systems
LICENSOR: Zonar Systems, me. (Zonar)
A Washington Corpomtion
18200 Cascade Ave. S.. Suile 200
Seattle, W A 98188
Telephone: 206.878.2459
Fax: 206.8783082
W ebsi.te~ 'WWW.zonarsvstems r.:om
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SUBSCIUBJi:ll.:
TcclI1lnS me.
.6053 W Century Blvd FI 9
Los Angolc.. CA 90045
Telephone:
Fax:
ElDllil:
Locatio'" Los Angeles, CA
Customer Type: Public Tr.msil - PT
Data R<:leI1tion Cycle - Rolling Period: " 90 Doys
Annual
SUBSCRIPTION, ZoOM J!ll"'U Subscn'bcr . lmuted riljhl '" """"" and """ I.. fleet tdmlll1ic. web applicatiot> end reloted "'ftw.... .. detailed in the
attached Terms ofU~ during the Term and fit the Locaiion(Q) &et forth abo'll'e exe!u&ively for Zonar's current service offerings and IS provided in the Tc:nm
o.fUse. All right. not expressly gnmted to Subscribcl" lite reserved to ZDIUn".
S~VlCES, Zonar will provide Subscriber with tile Serviees including aelivatiOll. 'Mn ace... to Zo>>or Ground Traffic Control"" (F1oet Management Web
Application), cnuW &: ,phoDe support. l;oftwue upgmdes~ dally 8CCOWlt monitorin&, and alll&SSOCiated 'Wireless data charges, provided. Subscriber is not in
lm:ach <1f ""y obligation wder thia "Bn=>"~
TERM: This Ag:rec:ment shan mnaiu for one. (1) yc:.ar and &ball autoIlUlti.OQ.Uy renew for additi.onal one year tern'll unless a canceUlItion notice is rcCl:ived by
ZOIUlr at least 30 d1rys befbte the """iversmy date ofthe Agr=noot. The Term. of \Joe maybe subi<<:l to modilication on 30 d1rys ..tice by Zonor. Zonor
may teltminate at any tU= with 90 daYi' uotjce.
QUOTA nON, The attnched Quol8lion .... forth the Hardware and SCl"lic" '" b. delivered '" Snbscribor - thi, Agmomcnt. the prices. and deli""'l'
terms and any additiouallCrm' applicoblc lherero. The Quotation ,ball b. good l\>r 30 days Illld upon ""ecutlon of lI1is Agreement by S'Ubscn'bcr ,ban
OODSt1t1.lte III biJu1ing:purchase order. .
FJi:ES: All fee, and charge< (iDcluding the subsc:ription Fee) .... ",bj"'" to ch""ge on the annual...,;""= date <1fthit. Agreement np"" at leas' thirty (30)
days wriUCiD nc;rt:icc. All fem and cb&t~ are -'net" 1lIId are not subject to ~ off or redllctio11.. The initial Subscription Fee is due upon extlCUtion of this.
Agroement Illld an other 1<0& Illld cbMges ore due os providocl in the llttaJ:hed QuolOtion- Then:aJlc:r. the annual Subscription Fee .ball be duelllld payable in
e.dV1UlCe Oil 81lDualllnD.iver&ary date of this Apement. An administrative late charge of 1.5% pc:r JftOIltb will be charge4 on an past due amounts..
REMEIlTES: B..re:acb by Zenar. Sub;criber lIIgreos thllI tu sole remedy as a subscriber fut defective equipment ia the ~ pnd replacement of the
equip1"l:lel1t free of chqe by Zonal. Zon.(U' &hall not be lltible to Subsc:n'bec or any third party for BDY general, SpCiCilll. punitive" iuoidet1tal, indirect or
consequential dalnages. or any lost profits or business. aridng out of this agreement.
Breath by Subltcriber. If Sub&ctiber fails to row any payment due or othetwi3e violateS any ter:m or OOndtti.OD of this Agteeme'1Jt, Subscriber may be
declared In default upon notice and failure to cure fur 1.5 days. Upon dJ:cla:miOD of default. aD .\QMuntI due UDder this Agreement during the eDrire term.
h~f slmll heoome immediately due and payable including, without limitati[]~ the cost to repair or rcplU(;e damaged. c:quiprnc::nt., interest and oosb) &ad
expenses of collClCtiCtu. Zonar shall abo have the right to terminate this Agreement ro:ac1 recover any ('l'iher remedy perroi.tted by law.
Subscnoet shall defend., todcmnity and hold Zonllf htmnless from mudagaizlst any claim, QIDlll.e of action, dernJlld, CMt,. expeo.ge (including aoomeys' fees).
loss suit, proceeding. damft.ge BDd liability of my kind nina: Qut of or re1a.tiDg to SlIb6criber's use or inability to use the S~ or unauthorized use of the
System, including, without limitation, $dY by the (1\\'Del' of the premises aodJor property on which tbe System is jpstalled; any by the: owner, operator, or
lDSw:e:r of my vehicle; or cquipJ:netJt for whioh the S)'Etem is used; llnd any by any penon clRiming injuries arising from the use: of any vehicle or ~t
for which the System ili used.
lNTELLECT'OAL :ntOPERTV: Subscnbcr acknowlede:es and II~ that Subscribl:f's rights with respect to Hardware, arc limited to the right to UGc the
"""" with tile System .. provided in the Suh=iber Materials. The lwdw= and software contain trllde .....ets, know how Illld other intellectual property
belonging to Zonar. Under no citcumstan.ces shaU Subli:criber sell or tnlDSfer any purchased. Hardware.,. rcconstroct or repair su.ch Hardware, Dr rcve[$C
engineer or othenvise attempt to learn the trade secrets. knaw how or other intellectual property embodied therein.
LIMITED W AllRANTY: ZoOM wllffilllls that .he Hardwmc provided under this Agreement i, free from _erial defectS in wotI:nw>sbip for a period of
one year for hardware puNhased by Subscriber. 11IIS LIMITED WARRANTY IS MADE TO SUBSCRIBER ONLY AND IS TN LIEU OF ALL OTIffiR
WARRANTIES, EXPRESS OR IMPLIED. Zon.. EXPRESSLY DISCLAlMS ANY IMPLIED W ARRAl\'TY OF MERCHANTABn.1TY AND FITNESS
FOR A PARTICULAR PURPOSE, AND ANY WHICH MAY ARlSE FROM COURSE OF PERFORMANCE. COURSE OF DEALING OR USAGE OF
TRADE.
DJSCLAIM'li.:Rl Subscriber is solc::ly responsible fur Mntrollint ~ to the System.. reviewing Uwpection repom. and fAking appropriate w:rt:ioD with
lespect kJ vchiol~ for which inspection reports ha'r.re been submittc:<l woi:D.@; the System..
ENTIlU; AGJlEEMENT: TIlls Agreement (includillg Terms of Use, EULA. ID Agreements and Quote) oonstitutes the entire agreement between ZoDar
and Subscriber with fe5lpect to the: subject matter hereOf, and ~5 an pteViom. 'Written agteeme:t1t& between Zmlat and Subscrib=r with respect to such
!lubject TDiltter.
ASSIGNMENT: Ncitb~ patty nmy assign. directly or indirectly, a11 or part Qf its rightS or obligatiQIL5 under this Agreeme~ without the prior written
consent ofth:: otherpany
GOVERNING LAW: The parties agree thllt this Agreement shall be intr::rpreted under th.c: la\\l'S of the State of Washington, and that jurisdiction and venue
shall be only iR. King CmDlty, Washington.
READANDAG~ g
Subscriber: ; ~,..
ZOMr.8UB.AOT102309
T0/l0 39'Od
Print Narne:V;S~'. J-:",-f'f\Ci..f':)
Dote: ~\ (\"1 \ II
993399105S1:
53:S1: TT03/B3/S0
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4/12/2011 Item 16.A.6.
AMENDMENT TO CONTRACT # 10-5455 MANAGEMENT CONTRACT FOR THE COLLIER
AREA TRANSIT (CAT) FIXED ROUTE AND PARA TRANSIT PROGRAM
THIS AMENDMENT TO AGREEMENT ("Amendment") is made and entered into this
day of March, 2011, by and between Tectrans, Inc., whose address is 6053 W. Century
Boulevard, 9th floor, Los Angeles, California 90045 (hereinafter referred to as the "Contractor"), and
The Board of County Commissioners of Collier County, Florida, as the governing body of Collier
County ("County").
R E C I TAL S:
WHEREAS, the parties entered into an Agreement dated September 14, 1010 ("Agreement"),
wherein the Contractor agreed to provide Transit System Service and Support to Collier County in
accordance with the temlS and conditions of Contract #10-5455 the Management Contract for the Collier
i\rea Transit (CAT) Fixed Route and Paratransit Program; and
WHEREAS, the parties further wish to amend the Agreement to clarify ownership rights to
Zonar@ equipment installed and maintained by the Contractor upon CAT vehicles as referenced in the
Agreement; and
WHEREAS. upon recommendation by the Growth Management Administrator and after reasoned
consideration by the Board of Commissioners. the Board tinds that this Amendment enhances the
County's transportation system and is in the public interest.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein
and for othcr valuable consideration. the receipt and sufficiency of which are hereby acknowledged, the
County and Contractor agree that the Agrecment shall and hereby is amended and modified on the terms
provided herein:
Terms and Conditions
I. Recitals. The preceding recitals are true and correct and are incorporated into this
Amendment by reference.
~ Vehicle Servicing. The below paragraph, which appears in: (a) Exhibit 1, numbered
paragraph 2 (Vehicle Servicing). the third full paragraph thereafter on page A-8, and (b) in
Exhibit II. numbered paragraph 1 (I'chicle Servicing). the third full paragraph thereafter on at
page E-6 to the Agreement, is revised and amended in both locations per the underscoring, as
follows:
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4/12/2011 Item 16.A.6.
The Contractor shall establish a communication protocol with Collier County staff
and the responsible entity for vehicle maintenance to identify vehicles which need
preventive maintenance, and those which are in need of non-scheduled
maintenance as identified through pre-trip and post-trip inspections of vehicles on
a daily basis. The Contractor will ensure that all drivers properly complete and
report body and mechanical defects on any vehicle. The contractor shall
accomplish this by providing and utilizing ZonariID; the new electronic pre and
post-trip monitoring system for vehicle maintenance inspections and reports
licensed bv Zonar Svstems. Inc. The Contractor shall be responsible for
purchasing all necessary Zonar svstem devices on the Collier CAT Transit buses
and utilizing the svstem. upon installation by the County, consistent with the
terms of this Agreement. Once installed, those devices shall become and forever
remain the property of the Countv. A Vehicle Pre-Trip Inspection report will be
prepared each day for each vehicle, and completed by the driver to indicate that
helshe has checked the vehicle for body and mechanical defects prior to
commencement of the driver's first run of the day. A Post-Trip Inspection Sheet
will be prepared at the completion of the vehicle route for the san1e day. Daily
records of pre-trip and post-trip inspections will be maintained by the Contractor,
and provided to Collier County as requested by the County. The wheelchair lift on
each vehicle shall be cycled one complete cycle once prior to departure for
service each day.
3. The Contractor agrees to pursue the execution of an Assignment Agreement with Zonar Systems,
Inc., to assign to County all its rights to access and use Zonar's comprehensive fleet management
telematics web application and related software as provided for under that February 14, 2011,
Subscription Agreement between the Contractor and Zonar attached hereto as Exhibit "A."
4. Except as expressly amended or modified by the terms of this Amendment, all tenns of the
Agreement shall remain in full force and effect. Unless a different meaning is specified in the
Amendment, all capitalized terms used herein shall have the meaning described in the Agreement.
In the event of a conflict between the terms of this Amendment and the Agreement, the tenns of
this Amendment shall prevail and control.
5. The provisions of this Amendment, including the recitals, comprise all of the terms, conditions,
agreements, and representations of the parties with respect to the subject matter hereof. All
representations and promises made by any party to another, whether in writing or orally, concerning
the subject matter of this Amendment are merged into this Amendment. Except as amended by this
Amendment, the terms of the Agreement shall continue in full force and effect.
6. This Amendment may be executed in one or more counterparts, each of which shall constitute an
original, but all of which taken together shall constitute one and the same instrument. Each party
represents and warrants that the representative signing this Amendment on its behalf has all right
and authority to bind and commit that party 10 the terms and conditions of this Amendment.
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4/12/2011 Item 16.A.6.
1N WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
appropriate officials, as of the date first above written.
Attest:
DW1GHT E. BROCK, Clerk
BOARD OF COUNTY COMMISS10NERS
COLLLER COUNTY, FLORIDA
By:
By:
FRED W. COYLE, CHAIRMAN
Approved as to form and legal sufficiency:
Scott R. Teach
Deputy County Attorney
TECTRANS. INC.
By:
First Witness
Signature
By:
--
Typed Signature and Title
Type/print witness name
Second Witness
Type/print witness name
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