Amendment No.6 to Agreement with SKIDATA, INC. 2024Z-3E0_0c
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AMENDMENT NO. 6 FEB 4 2012'
This Amendment No. 5 (the "Amendment") to the Agreement dated October 15, 2015
between the City of Miami Beach and Skidata, Inc. for the Design, Construction, Installation and
Maintenance of a Parking Garage Gated Revenue Control System (ITN 2014-170-SW) (the
"Agreement") is made and entered into this 24 day of V-Fz 2022, by and
between the CITY OF MIAMI BEACH, a municipal corporation organized and existing under the
laws of the State of Florida (hereinafter referred to as the "City")and SKIDATA, INC. a Delaware
corporation, authorized to do business in the state of Florida (hereinafter referred to as the
"Contractor").
RECITALS
WHEREAS, on September 30, 2015, the Mayor and City Commission adopted
Resolution No. 2015-29149, authorizing the Mayor and City Clerk to execute an Agreement
between the City and Skidata, Inc. (Contractor), pursuant to Invitation to Negotiate (ITN) 2014-
170-SW, for a Gated Revenue Control System for the City's parking garages, for an initial term
of ten (10)years, with two (2)five (5)year options, at the City's sole discretion; and
WHEREAS, the City and Contractor entered into an Agreement, dated October 15, 2015
(the "Agreement"), for the design, construction, installation, and maintenance of a parking
garage gated revenue control system, pursuant to ITN 2014-170-SW; and
WHEREAS, pursuant to Section 2.5 of the Agreement, additional garage facilities may
be added to the scope of the Agreement through the approval of the Mayor and City
Commission, and additional equipment, products and services (Items) through the approval of
the City Manager (for additional items up to $100,000) or the City Commission (for additional
items greater than $100,000); and
WHEREAS, Amendment No 1, dated May 19, 2016, was approved under the City
Manager's authority for the software development cost of the resident parking rate discount
program integration and in-lane validation system in the amount of$28,975; and
WHEREAS, Amendment No. 2, dated May 26, 2017, was originally approved under the
City Manager's authority for the purchase of consumables, and the cost of labor hours and
items not covered under the maintenance agreement with Contractor; and
WHEREAS, with the addition of new garages, expenditures under Amendment No. 2 are
expected to exceed the current City Manager's authority throughout the 10-year Term of the
Agreement and therefore the City Commission retroactively approved Amendment No. 2 on
October 16, 2019, pursuant to Resolution No. 2019-31028; and
WHEREAS, Amendment No. 3, dated May 8, 2018, was approved by the Mayor and
City Commission on April 11, 2018, pursuant to Resolution No. 2018-30252, expanding the
scope of the Agreement to include the purchase, installation and maintenance of the
Convention Center Garage; and
WHEREAS, Amendment No. 4, dated December 4, 2019, was approved by the Mayor
and City Commission on October 16, 2019, pursuant to Resolution No. 2019-31028, expanding
the scope of the Agreement to include the purchase, installation and maintenance of License
Plate Recognition (LPR) cameras integrated with the gated revenue control system; and
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WHEREAS, pursuant to a Letter Agreement, dated April 20, 2020 (Amendment No. 5),
the parties agreed to reduce the maintenance Costs for all City Garages for the six (6) month
period, commencing April 1, 2020 and ending September 30, 2020; and
WHEREAS, on January 20, 2022, the Mayor and City Commission adopted Resolution
No. 2022-32015, approving Amendment No. 6 to the Agreement, expanding the scope of the
Agreement to include the new Collins Park Garage, including maintenance costs for the
equipment, in the total amount of $194,376 over a period of ten (10) years, after the initial one-
year warranty expires, as more particularly set forth herein.
NOW, THEREFORE, for and in consideration of the conditions and covenants
hereinafter contained and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. The foregoing recitals are incorporated by reference as if fully set forth herein.
2. The Collins Park Garage(G12) is hereby added to the scope of the Agreement.
3. Subject to and contingent upon an appropriation of funds by the City Commission,
and the maintenance credits received by the City pursuant to Amendment No. 4, the
ten (10) year maintenance schedule set forth in Article XI (Maintenance Cost) of
Exhibit "C" to the Agreement is hereby deleted in its entirety, and replaced with the
revised ten (10) year maintenance schedule for all equipment, including G12, as set
forth in Exhibit "C-6" to this Amendment, the terms of which are incorporated herein
by reference.
4. Section 12.4 of the Agreement is deleted in its entirety and replaced with the
following:
12.4 CONTRACTOR'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW
A. Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
B. The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books, tapes, photographs, films, sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or
ordinance or in connection with the transaction of official business of the City.
C. Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the
definition of"Contractor"as defined in Section 119.0701(1)(a), the Contractor shall:
1. Keep and maintain public records required by the City to perform the service;
2. Upon request from the City's custodian of public records, 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 in
Chapter 119, Florida Statutes or as otherwise provided by law;
3. 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
Agreement if the Contractor does not transfer the records to the City;
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4. Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Contractor or keep and maintain public records
required by the City to perform the service. If the Contractor transfers all public
records to the City upon completion of the Agreement, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Contractor keeps and
maintains public records upon completion of the Agreement, the Contractor shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
D, REQUEST FOR RECORDS; NONCOMPLIANCE.
1. A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the Contractor of the request,
and the Contractor must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
2. Contractor's failure to comply with the City's request for records shall constitute a
breach of the Agreement, and the City, at its sole discretion, may: (1) unilaterally
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement; and/or(3)avail itself of any available remedies at law or in equity.
3. A Contractor who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
E. CIVIL ACTION.
1. If a civil action is filed against a Contractor to compel production of public records
relating to the City's contract for services, the court shall assess and award
against the Contractor the reasonable costs of enforcement, including
reasonable attorney's fees, if:
(a) The court determines that the Contractor unlawfully refused to comply with
the public records request within a reasonable time; and
(b) At least eight (8) business days before filing the action, the plaintiff provided
written notice of the public records request, including a statement that the
Contractor has not complied with the request, to the City and to the
Contractor.
2. A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to the Contractor at the Contractor's address listed on its
contract with the City or to the Contractor's registered agent. Such notices must
be sent by common carrier delivery service or by registered, Global Express
Guaranteed, or certified mail, with postage or shipping paid by the sender and
with evidence of delivery, which may be in an electronic format.
3. A Contractor who complies with a public records request within eight(8) business
days after the notice is sent is not liable for the reasonable costs of enforcement.
F. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
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RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADOMIAMIBEACHFL.GOV
PHONE: 305-673-7411
5. A new Section 12.5 of the Agreement is hereby added to the Agreement, as follows:
12.5 INSPECTOR GENERAL AUDIT RIGHTS.
A. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections and investigations on all City contracts, throughout the
duration of said contracts. This random audit is separate and distinct from any other
audit performed by or on behalf of the City.
B. The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and monitor
City projects and programs. Monitoring of an existing City project or program may
include a report concerning whether the project is on time, within budget and in
conformance with the contract documents and applicable law. The Inspector General
shall have the power to audit, investigate, monitor, oversee, inspect and review
operations, activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal) submittals, activities of the Contractor,
its officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption. Pursuant to
Section 2-378 of the City Code, the City is allocating a percentage of its overall annual
contract expenditures to fund the activities and operations of the Office of Inspector
General.
C. Upon ten (10) days written notice to the Contractor, the Contractor shall make all
requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal) submittals, activities of the Contractor,
its officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
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D. The Inspector General shall have the right to inspect and copy all documents and
records in the Contractor's possession, custody or control which in the inspector
General's sole judgment, pertain to performance of the contract, including, but not limited
to original estimate files, change order estimate files, worksheets, proposals and
agreements from and with successful subcontractors and suppliers, all project-related
correspondence, memoranda, instructions, financial documents, construction
documents, (bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts, insurance
proceeds, rebates, or dividends received, payroll and personnel records and supporting
documentation for the aforesaid documents and records.
E. The Contractor shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this Agreement, for examination, audit, or reproduction, until three (3)
years after final payment under this Agreement or for any longer period required by
statute or by other clauses of this Agreement. In addition:
1. If this Agreement is completely or partially terminated, the Contractor shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
2. The Contractor shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
F The provisions in this section shall apply to the Contractor, its officers, agents,
employees, subcontractors and suppliers. The Contractor shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by the
Contractor in connection with the performance of this Agreement.
G. Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Contractor or third parties.
6. A new Section 12.6 is hereby added to the Agreement, as follows:
12.6 E-VERIFY
A. To the extent that Contractor provides labor, supplies, or services under this Agreement,
Contractor shall comply with Section 448.095, Florida Statutes, "Employment Eligibility"
("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, Contractor shall register with and use the E-
Verify system to verify the work authorization status of all newly hired employees during
the Term of the Agreement. Additionally, Contractor shall expressly require any
subcontractor performing work or providing services pursuant to the Agreement to
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likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subcontractor during the
contract Term. If Contractor enters into a contract with an approved 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. Contractor
shall maintain a copy of such affidavit for the duration of the subcontract or such other
extended period as may be required under this Agreement.
B. TERMINATION RIGHTS.
1. If the City has a good faith belief that Contractor has knowingly violated Section
448.09(1), Florida Statutes, the City shall terminate this Agreement with
Contractor for cause, and the City shall thereafter have or owe no further
obligation or liability to Contractor.
2. If the City has a good faith belief that a subcontractor has knowingly violated the
foregoing Subsection (A), but the Contractor otherwise complied with such
subsection, the City will promptly notify the Contractor and order the Contractor
to immediately terminate the contract with the subcontractor. Contractor's failure
to terminate a subcontractor shall be an event of default under this Agreement,
entitling City to terminate this Agreement for cause.
3. A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in
breach of contract and may not be considered as such.
4. The City or Contractor or a subcontractor may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)(1)or
(B)(2) no later than 20 calendar days after the date on which the contract was
terminated.
5. If the City terminates the Agreement with Contractor under the foregoing
Subsection (B)(1), Contractor may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
6. Contractor is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 12.6.
7. A new Section 12.7 is hereby added to the Agreement, as follows:
12.7 FORCE MAJEURE.
A. A "Force Majeure" event is an event that(i) in fact causes a delay in the performance
of the Contractor or the City's obligations under the Agreement, and (ii)is beyond the
reasonable control of such party unable to perform the obligation, and (iii) is not due
to an intentional act, error, omission, or negligence of such party, and (iv) could not
have reasonably been foreseen and prepared for by such party at any time prior to
the occurrence of the event. Subject to the foregoing criteria, Force Majeure may
include events such as war, civil insurrection, riot, fires, epidemics, pandemics,
terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions,
transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or
other acts of God which prevent performance. Force Majeure shall not include
technological impossibility, inclement weather, or failure to secure any of the required
permits pursuant to the Agreement.
B. If the City or Contractor's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately,
upon learning of the occurrence of the event or of the commencement of any such
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delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of
the occurrence of event of Force Majeure, (ii) of the nature of the event and the
cause thereof, (iii) of the anticipated impact on the Agreement, (iv) of the anticipated
period of the delay, and (v) of what course of action such party plans to take in order
to mitigate the detrimental effects of the event. The timely delivery of the notice of the
occurrence of a Force Majeure event is a condition precedent to allowance of any
relief pursuant to this section; however, receipt of such notice shall not constitute
acceptance that the event claimed to be a Force Majeure event is in fact Force
Majeure, and the burden of proof of the occurrence of a Force Majeure event shall
be on the requesting party.
C. No party hereto shall be liable for its failure to carry out its obligations under the
Agreement during a period when such party is rendered unable, in whole or in part,
by Force Majeure to carry out such obligations. The suspension of any of the
obligations under this Agreement due to a Force Majeure event shall be of no greater
scope and no longer duration than is required. The party shall use its reasonable
best efforts to continue to perform its obligations hereunder to the extent such
obligations are not affected or are only partially affected by the Force Majeure event,
and to correct or cure the event or condition excusing performance and otherwise to
remedy its inability to perform to the extent its inability to perform is the direct result
of the Force Majeure event with all reasonable dispatch.
D. Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event, causing the suspension of performance, shall not be excused as a
result of such occurrence unless such occurrence makes such performance not
reasonably possible. The obligation to pay money in a timely manner for obligations
and liabilities which matured prior to the occurrence of a Force Majeure event shall
not be subject to the Force Majeure provisions.
E. Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager,
suspend the City's payment obligations under the Agreement, and may take such
action without regard to the notice requirements herein. Additionally, in the event
that an event of Force Majeure delays a party's performance under the Agreement
for a time period greater than thirty (30) days, the City may, at the sole discretion of
the City Manager, terminate the Agreement on a given date, by giving written notice
to Contractor of such termination. If the Agreement is terminated pursuant to this
section, Contractor shall be paid for any Services satisfactorily performed up to the
date of termination; following which the City shall be discharged from any and all
liabilities, duties, and terms arising out of, or by virtue of, this Agreement. in no
event will any condition of Force Majeure extend this Agreement beyond its stated
Term.
F. Waiver of Loss from Hazards.
Contractor hereby expressly waives all claims against the City for loss or damage
sustained by the Contractor resulting from an event of Force Majeure (as defined
herein), and the Contractor hereby expressly waives all rights, claims, and demands
against the City and forever releases and discharges the City from all demands,
claims, actions and causes of action arising from any of the aforesaid causes.
8. Ali other terms and conditions of the Agreement shall remain in full force and effect.
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In the event there is a conflict between the provisions of this Amendment and the
Agreement, the provisions of this Amendment shall govern.
IN WITNESS WHEREOF, the City and Contractor have caused this Amendment to be
executed by their respective and duly authorized officers the day and year first hereinabove
written.
CITY: CONTRACTOR:
CITY OF MIAMI BEACH, FLORIDA SKIDATA, INC.
:7--2 ,--._ -
Dan Gelber, Mayor DAeAEL(- St u'Cr�y4
'P it>crJ t SZtC>d'ct& lU C._ .
Title
Attest: il Attest:
DocuSiyned by:
(,VISfeplu,ir i& 1
Rafael E. ranado, City Clerk Head of - Sales west
FEB 2 4 2022
\PM1 g6le
•y'', February 14, 2022
Date •094°�' Date
I.IW.(ORP ORATED.' ,
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APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
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Exhibit"C-6"
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Revised 10 Year Maintenance Schedule to Include Collins Park Garage -
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(Article XI (Maintenance Cost) of Exhibit "C" of the Agreement)
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Pursuant to Section 4.6 of the Agreement entitled"Maintenance and Service Cost":The maintenance and warranty costs(collectively'Maintenance Costs")for the Initial Garages is -n
a fixed cost,guaranteed for ten(10)years,commencing from the Final Acceptance of Services for EACH GARAGE,so that EACH GARAGE will have a different Maintenance and o
Warranty Program Term with respect to the Maintenance and Warranty Program for said particular garage. D
CO
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Garage Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Years Year 9 Year/9 TOTAL -n
G1-7th St 9,015.21 - 12,526.77 24.862.83 25 687.12 i 26 535.67 27 410.54 28,310 75 29 238.34 30 194.3? 31,178,86 S _ 244,962.46 D_
G2-12th SI � 1,747.21 - 3,920.77_ 8,570.83 8,907.12 1 9,252.67} 9,608.54 i 9,974.75 10.352.34 10.741.37 11,141.86 S 84217.46 a)
G3•13th St 3,201.21 5,541.77 11.829.83 12 383.12 12,708.67 13 168.54 13 841.75 1 14 129.34 14,632.37 15,149.86 $ 116,366_46 C)
G4-16th St 11 922.21 15,972.77 i 31.378.83 32.399.12) 33,449.67 34,531.54 35,645.75 I 36,793.34^37 975.37 39,192.86 $ 309,261.46
G5-171h St 30618.21 . 36,354,77 73,736.83 76 027.12 76.386.67 80,816.54 83,319.75 i 85,897.34_ 88,552.37 91,287.86 $ 727.197.46 rn
,G6-42nd St - 7 561.21 10,806.77 21,603.83 22.331,12 23,079.67 23,849.54 24,643.75 i 25,461.34 25.303.37 27,170.86 $ 212,811.46 n
CO
G7_Ciq__Ha8 14 829.21 19 415.77 37,895.53 39 111.12 40 382.67 _41,652.54 42 879.75 • 44,34734 45 756.37 47,207.86 $ 373,558.46
G8•Sth It Aeon 13.37521 17,693.77 34,637.83,- 35.755.12 36,905.67 38.091.54 39,312.75 40 570.34 41,866.37 43,200.86 S 341.409.46 a
G9•Pennsvtania Ave 17,706.21 22,823.77 44,345.83 45 755.12 47,205.67 48.700.54 50.239.75 51,825,34 53 458.37 55140.86 $ 437,201.46
G10-Sunset Harbor 12,016.21 16.082.77 31,583.83 32,608.12_ 33.666.67 34,753.54 35 875.75 37.031.34 38,219.37 39,442.86 S 311 280.46
G11-Convention Center , 36,681.00 46,895.00 82,418.00 84 871.00 87,399.00 90,000.00 92.682.00 95 444.00 98 288.00 101 217.00 $ 815 895.00
G12-Collins Park 6,988.00 9.894.00 19.731.00 20 392.00 21,072 00 _21 773,00 22,494.00 23237.00 _ 24,003 00 _ 24,792.00 $ 194,376.00
Total $ 165 861.10 S 220.030.71 $ 422,595.28 i$ 436 107.16,$ 450 024 74_S 464,356.37_ $ 479 120.47,S 494,327-43 S 509.990.67 $ 526 123.62 $ 4.168 537.56