Backup Documents 04/12-13/2011 Item #16A 6
ORIGINAL DOCUMENTS CHECKLIST &, ROUTING SLIP I 6 A 6
TO ACCOMPANY ALL OJUGINAL DOCUMI<NTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OmCEFOR SIGNATURE
Print on pink paper. Attach to original document. Original documents should be hand delivered to tbe Board Office. The completed routing slip and original
documents arem be forwarded to the Board omce only !!flu the Board has taken action on the item.)
ROUTING SLIP
Cotnplete routinglines-#l through #4 as appropriate for additional signatures, dalts. and/or infonnation ~.lfthe document is already complete with the
ex tionoftheChainnan's' tute. draw a line throu routin lines #1 thrau #4 c letethe checklist. and forward to Sue Filson line #5 .
Rei..., to Addressee(s) Office IBltlals Date
. sl in rou1in order
\.
2.
3.
4. Scott Teach, Depllty County Attorney County Attorney's Office
5. Ian Mitchell, Supervisor Board of County Commissioners
6. Minutes and Records Clerk ofCourl's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder afthe original document pending Bee approval. Nonnally the primary contact is the person who created/prepared the executive
summary. Primary contaet infOrmation is needed in the event one of the addressees above. including Sue Filson, need to contact staff for additional or missing
information. All original documents needing the Bee Chainnan's signature are to be delivered to the Bee office only after the Bee has acted to approve the
item,)
Name of Primary Staff Y ousi Cardeso Phone Number (239) 252-5886
COBtact
A$CJ1da Date Item was Apri112,201l Agenda Item Number 16A6
AtlProved bv the BCC
tyPe ofDocwnent R&-........_..l ....4 Ari:1endmCnt to contract Number of Original .2"1
Attached Documents Attached
INSTRUCTIONS" CHECKLIST
Initial the Yes column or mark "N/ AU in the Not Applicable colull1rt, whichever is appropriate.
1. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the
Chainnan, with the exception of most letters, must be reviewed and signed by the Office of the 4f\
County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the
County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully
executed by all patties except the BCC Chairman and Clerk to the Board and possibly State
Officials.
2. All handwritten strike-through and revisions have been initialed by the County Attorney's Office and N/A
all other arties exc t the BCC Chainnan and the Clerk to the Board
3. The ChainnaI1's signature line date has been entered as the date ofBCC approval of the document or YC
the tinaln. otWed contract date whichever is a Iicable.
4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's signature and YC
initials are uiIed,
5. In most cases (some contracts are an exception), the original document an<l this routing slip should be YC
provided to Ian Mitchell in the BCC office within 24 hours ofBCe approval. Some documents are
time sensitive and require forwarding to Tallahassee within a certain time frame or the Beets actions
are nullified. Be aware of our deadlines!
6. Tbe docu_t w.. approved by tbe Bee OIl Aoril 12. 2IlUand aU ebanges madednrlnll tile YC
meeting bave been Incorporated In the attacbed docnment. Tbe County Attorney'. 0fI'ke Us
revIeWed th. cbo ih cable.
I: follt1Sl County Fonns/ Bee Fonns/ Origin.1 Doouments Routing Slip WWS Origin.19.03.04, Revised 1.26,05, Revised 2.24.05
~muuter.;..;.number>>/((document_ number>)
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16A 6
MEMORANDUM
Date: April 20, 2011
To: Yousi Cardeso, Administrative Assistant
Alternative Transportation Modes
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Contract Amendment (#10-5455 Tectrans)
Attached you will find the original document and a certified resolution
referenced above, (Item #16A6) approved by the Board of County Commissioners
on April 12, 2011.
The original is being kept by the Minutes & Record's Department as a part of
the Board's Official Records.
If you should have any questions or need further assistance, please feel free to
contact me at 252-7240.
Thank you.
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16 A 6
AMENDMENT TO CONTRACT # 10-5455 MANAGEMENT CONTRACT FOR THE COLLIER
AREA TRANSIT (CAT) FIXED ROUTE AND PARATRANSIT PROGRAM
THIS AMENDMENT TO AGREEMENT ("Amendment") is made and entered into this
12th day of April, 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, 20 10 ("Agreement"),
wherein the Contractor agreed to provide Transit System Service and Support to Collier County in
accordance with the terms and conditions of Contract # I 0-5455 thc Management Contract for the Collier
Area Transit (CAT) Fixed Routc and Paratransit Program; and
WHEREAS, the parties further wish to amend the Agrccment to clarify ownership rights to
Zonar@ equipmcnt installed and maintained by thc Contractor upon CAT vehiclcs 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 finds that this Amendment enhances the
County's transportation system and is in the public intcrest.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein
and for other valuable consideration, thc reccipt and sutliciency of which are hereby acknowledged, the
County and Contractor agree that thc Agreemcnt shall and hereby is amcnded and modificd on the terms
provided herein:
Terms and Conditions
I. Recitals. Thc preceding recitals arc truc and correct and are incorporated into this
Amcndment by reference.
2. Vchiclc Servicing. The below paragraph, which appears in: (a) Exhibit I, numbered
paragraph 2 (Vehicle Serl'icinl;), thc third full paragraph thereaftcr on page A-8. and (b) in
Exhibit II, numbcred paragraph 2 (Vehicle Servicinl;), the third full paragraph thereafter on at
page F-6 to the Agrcement, is rcvised and amended in both locations per the underscoring, as
follows:
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16A 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 ZonarQ<); 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 necessarv Zonar svstem devices on the Collier CAT Transit buses
and utilizing the svstem, upon installation bv the Countv, consistent with the
terms of this Agreement. Once installed. those devices shall become and forever
remain the propertv 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
he/she 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 same 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 terms 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 terms 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 to the terms and conditions of this Amendment.
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l6A 6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
appropriate officials, as of the date first above written.
Attest: BOARD OF COUNTY COMMISSIONERS
DWIGHT E. BROCK, Clerk COLLLER COUNTY, FLORIDA
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By: By: /"\
D~ut FRED W. COYLE, CHAIRMAN
Attttt I' (0 Utll
.....&In .'f.
!:i' 7Z 7:; "ffid,""
Scott R. T eac
Deputy County Attorney
/ TECTRANS, INC.
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16A 6
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EXHIBIT "A" 16A 6
% MAR: SUBscRIPTION AGREEMF.NT P.O. #
(Purch...) au_#
S y . t e m .
LICENSOR: Zonar Systems, Inc. (Zonar) SUBSCR1BlI:R:
A Washington Corporation T cclrilD8 Inc.
18200 Cascade A'ie. S., Suile 200 6053 W Century Btvd FI 9
Seattle, W A 981 gg Los Angele., C A 90045
Telephone: 206.878.2459 Telephone:
Fax: 206.878.3082 Fax:
Websire. VJWW.zonarS'Istems com Eroail"
Location: Los Angeles, CA
Customer Type: Public Transit -PT
D.ta Relelltion Cyck - Rol\ing Period: " 90 00Yll Annual
SUBSCRIPTION: Zooar lI""'" S\lbocriber. lunit<d risbt to """"'" ODd use I.. 60011<_' web applU:alion end eel.locI software.. detlliled in 1bc
attached Tenm ofU,c: during the Tenn and at tho Loea$iCtJl(Il) set forth.above exelullt;ively for Zonar'sc current service otferines and as provided in the TCI1I15
of Use. All rights not ex.prellsly granted to Subscriber are reserved to ZoOM.
SJ1l\'lCES: Zonar will provide Sub.!criber willl 1bc Service> including .eIi.mOD. 24n """eo, to Zoo'" Ground Tr&tlic Control"" (FIeeI Mad_t Web
AppticatiOXl), cmail &: phoDe SUppOrt.. software upgmdes. daily account :monitoring, and aU ~iated wiR:lcae, data charges.,. provided Subscriber is; l30t in
breach of aI1Y obligation under this Agn:emCllt.
TERM: This Agrec:mrlI1t sh.aU remaitl for one (1) ~r and &hall automatically renew fur addittouJ one year teml$ unless 3 cancclllltion notice is rc;cciYc:d by
ZOna! at least ~Q dayI before the tmniversary date ofthe Agreement, The Ternu ofU8C may be subject to modification aD 30 day' notice by Zomar. ZonlU'
may terminate at my time with 90 days DOtj~
QUOTA nON: The attached QUOUllion sets tbrth lhe Hardware and Ser'lIices to be delivcred to Subwri.~ u.ndc:T this ~t. the prices, and delivery
terms lik'1d any additionai t.e(1)'lS applicable thereto. The Quotatiou shan be good fur 30 days and upon executioll of this Agreement by Subscriber sball
cODsbtu~ 8. bUlding purchase order_
FEES: All fees and charget;. (including ili~ suMc:riprion Fee) ftre subject to change on the annu.al anniversary date Qfthis Agreement u.pon III least thirty (30)
days wrinm. ll.Qticc_ All fees and clIatges are ''net'' &lid are not subjec-t to ~ off or reductiO'd The initial Subscription Fcc. is due upon execution ofthu.
Agreement and aU otbcr fC(:$, end charges lII"e due as provided in the attached Quotatioa. Theceaftet. the annual Subst:r'iption Fee shall be: due ond pll.ya.ble in
Illivt\ACe 00 aDDU~.1 anniversary dste of thii ~went. An admioistr.Jtivc late chatg:e of 1 ,5% pet month win be cl1atge4 on all past due amounts.
REMEOms, Breach by Ze..... SubllCriber agrees that iu sole remedy lIS 11. subscriber fut defective equipment ia the repair "",d replacement of the
equipment free of chttJ)Je by Zona!. Z()l1(lr &hall not be liable: to Subscriber Qr .tlfty third partY for o.ny general, special. punitive, mcideatal, indirect or
consequential daI118ges. or any lost profil$ or business. ari$ing aut of this aareement.
Breaeh by Subscri~. If Sub!i.CribeT tails- to make any payment due or otherwise violate& any tenD. or condttioo of this Agreement, Subscriber may be
declared In default upOrt notice and failure to cure fur I ~ days. UpoD dc:claraliot:\ of default, aD anu>unJS due under thi& Agreemont during the edtire term
hcm>f s1W! become immedilrtely due and pa}"\ble including., without limitatiOD, the cosr to repair 01" rephl.(;e do1a:.l.Aged cquipmc:nt., intereSt and Q()l)b and
expenses of oollClCtioo. Zonar shall also have the right '\0 tetminate this Agreewent l.Uld recover auy o1he:T remedy permitted by law.
Subscriber sball defelld, indemnity and. hold Zooflr ha:l1nlet.S from and against any clflim, OCPJSI!: of 8ction. d.~d.. oost, expense (including ftuomeys' fee,),
loss $Ui.t. proceeding, <lam.$ge and UabUlty of any kind arising Qut of or relating to S\lbseribe1"s 11M or inability to use the S'ydem or unauthorized use of the
System., inchlding, without limiQLtiou, f!JJ1Y by the O'Wllet' of the premises and/or property on which the System is :iD$tal1ed; any by the OWD~, opefator, or
imurer of my vehicl., or ~ipment for which the Syvtem is used; ltnd lUly by any p~rm clRimlne, injwies arisin,e frum tho use of illY vehicle or equ;i~t
for which the System is used.
lNTELLEcruAl. f'ROPERTY: Subscnbc:r Ilwowteda;cs and ~~ that Su~ribtr's tights with JeSP~ to Hardware) arc wnrted to the right to use the
same with the Systr:nl $lS 'Provided in the' subscriber Matcriah>. The h.lUdwarc lUld software CODUt.m trlld.e secrets, know bow and other intellec1'WU property
belonging to ZoMr. Under nO citcumStances shaU Subscriber sell or tnWsfer any purchased Hardware, reconstruct or repair such Hardware, or tl'IVem
engineer or Qthenvise attempt to learn the l:r3dc s.ectelS. ltnaw how or other intellectual prope.rt}' embodied therelD.
LIMITED W AlIRANTY: Zenar WaITan" that the Hardwll'Ie provided llll<ler this Agx<:eo>ent j, frc< from Ill8teria1 defucts in __ip rot . period of
one year for hardware pucchi\Sed by Subscriber. THIS L1MITI>D W AR.RANT)' IS MADE 1D SUBSCRIBER ONLY AND IS IN LIEU OF ALL OTHER
WARRANTIES. EXPRESS OR IMPLIEP. ""nar EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCJ-IANT ABiLITY AND FITNESS
FOR A PARTICULAR PtIRPOSE, AND ANY WlUCH MAY ARJSE FROM COURSE OF PERfORMANCE, COURSE OF DEALING OR USAGE OF
rRADE.
D1SCLAlME-Rt Subscriber is solely re$pODsi.blo: t'Or controlliJit 8CC~ to the System, J'evir:willg inspe...'"tioo. repocu. and taking appropriate actioll with
fe:S.pt.ct co vehicles for which inspection reports hlWe been wbrnittcd ~i:Il. the S)'$lem_
ENTIRE AGREEMENT: nus Agreement (iD<;ludillfg Tenns of Use.. EULA., In Agreermenb: and Quote) conmtutes. the t'lUlte ~Dt between Zooar
and Sub!lcriber wirh r6pect to tht= subject matter hc;reof, and supersedes all previous written agteetl)eDtG behwec:n Zonar and Sub~criber with respect Ul such
stlbj~ct matter.
ASSIGNMENT; Neither party f1'l4Y assign, ditec:tfy Qr indrrecUy. all or part of its rigbtS ar obligation.s under this ~cnt without the prior wrinen
consent ofthc: other party
GOVERNING LAW: The parties llgCfe that this Aircement shall bet in~ under the laW'S of the State ofWll$hingtoD,. aDd tluttjurlwetion and venue
shall be only in. JGng County. Washi'OgtOt:l
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