Comm Mem RFA for City-Awarded Contracts DocuSign Envelope ID:4E962F18-D8AF-439C-8F82-5932AFA8D5E7 C 2 F
DocuSign Envelope ID:4DF6FOE4-FE35-47D9-92BA-7D499FEB399A ATTACHMENT A Coversheel
Competitive Bid Reports-C2 F
MIAMIBEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Rickelle Williams, Interim City Manager
DATE: May 15,2024
SUBJECT:REQUEST FOR APPROVAL OF ROUTINE RENEWALS, TASK ORDERS, CHANGE ORDERS,
OR CONTRACT AMENDMENTS FOR CITY-AWARDED CONTRACTS.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission approve the item detailed in Attachment A for Conduent
State&Local Solutions,Inc.,and SFM Services,Inc.
BACKGROUND/HISTORY
This summary item addresses routine adjustments required to City agreements,which may include term extensions or approval of
task orders, change orders, or amendments. Contracts included in this item may require one of the following adjustments, as
detailed in Attachment A.
Renewals/Extension —As is customary, many agreements resulting from competitive solicitations include renewal clauses that
allow for the extension of an Agreement for a certain number of renewal periods beyond the original term, as may be stipulated in
the solicitation or resulting agreement.The renewal periods allow the City to continue acquiring the necessary goods and services
from reputable contractors at prices established through competitive solicitations. In some cases, the City may require extending
agreements,on a month-to-month basis,beyond the terms stated in the solicitation to ensure continuous operations until such time
replacement agreements can be executed.
Task/Service Orders — Certain contracts, especially those awarded to pools of contractors, require service/task orders to be
approved prior to the commencement of work.Work included in the service/task orders is consistent with the contracts approved
by the City Commission.
Change Orders/Contract Amendments — Occasionally, it is necessary to approve minor change orders or amendments to
existing contracts.
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DocuSlgn Envelope ID:40F6F0E4-FE35-47D9-926A-70499FEB399A Coversheet
ANALYSIS
Details on the items for which approval is sought are included in Attachment A.
SUPPORTING SURVEY DATA
N/A
FINANCIAL INFORMATION
The fiscal impact is included in each item in Attachment A.
CONCLUSION
The Administration recommends that the Mayor and City Commission approve the renewals/extensions, task/service orders, or
change orders/amendments,as detailed in Attachment A for Conduent State&Local Solutions, Inc.,and SFM Services,Inc.
• Was the Agenda Item initially requested by a lobbyist,which,as defined in Code Sec.2-481, includes a princi a engags4
in lobbying?
No.
Applicable Area
Not Applicable
Is this a"Residents Right to Does this item utilize G.O.
Know"item,_pursuant to Bond Funds?
01,Code Section 2-14?
No No
Strategic Connection
Organizational Innovation-Implement City Commission goals and policies through the strategic plan and budget.
Legislative Tracking
Procurement
ATTACHMENTS:
Description
o Attachment A
❑ Attachment B
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City Commissioner Memorandum—REQUEST FOR APPROVAL TO EXERCISE TERM RENEWAL OPTIONS ON
SERVICE/TASK ORDER AND CHANGE ORDERS FOR CITY-AWARDED CONTRACTS.
May 15, 2024
Attachment A
Change Order/Contract Amendments—Assignment of Contract
ITEM#1
Agreement No. Title
RFP 2019-093-JC Red Light Violation Camera Enforcement System and Related Support Services
Contractor Current Term
Conduent State&Local Solutions, Inc.,assigned to Modaxo Traffic Management USA, Inc. 9/21/22-9/20/25
Brief Scope:
The purpose of this Agreement is to provide a red-light enforcement camera monitoring(red light camera")system and related
support services at various intersections with the City of Miami Beach.
Request:
This item seeks approval from the Mayor and City Commission for the assignment of the Agreement from Conduent State&
Local Solutions,Inc.("Assignor")to Modaxo Traffic Management USA, Inc.("Assignee"),pursuant to Section 12,"Assignments"
of the Agreement.
Estimated Fiscal Impact:
There is no fiscal impact to the assignment. The current revenue-sharing Agreement in the Conduent contract will remain
unaffected.
Justification:
On February 12,2020,the City Commission approved the award of an Agreement to Conduent State&Local Solutions,Inc.for
an enforcement camera monitoring system and related support services pursuant to the Request for Proposals (RFP) 2019-
093-JC ("the Agreement"). On February 7, 2024, Conduent State & Local Solutions, Inc. notified the City that ModaxoTraffic
Management USA, Inc. intends to acquire the firm contingent on all current Conduent-agreement holders agreeing to assign
their contracts to Modaxo. Following the transaction, Conduent State& Local Solutions, Inc. will change its name to Modaxo
Traffic Management USA, Inc. Pursuant to Section 12 of the Agreement, any assignment requires the written consent of the
City Commission.The Procurement Department and City Attomey's Office reviewed the documentation submitted by both firms
and determined that the new Modaxo Traffic Management USA, Inc., complies with all the RFP requirements and has
comparable experience and qualifications in enforcement camera monitoring as red light camera systems combine vehicle
detection technology and digital/video imaging technology to capture red light traffic violations,as well as the back-end software
needed to process violations as Modaxo Traffic Management USA,Inc.Therefore,the staff recommends the assignment of this
Agreement.
1
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City Commissioner Memorandum—REQUEST FOR APPROVAL TO EXERCISE TERM RENEWAL OPTIONS ON
SERVICE/TASK ORDER AND CHANGE ORDERS FOR CITY-AWARDED CONTRACTS.
May 15, 2024
Renewal with Price Adjustment
ITEM#2
Agreement No. Title
ITB 2020-042-AY Grounds Maintenance for Right of Way,Parking Facilities,Lincoln Road Mall,Lot Clearance,and
Coastal Areas
Contractor Initial Award(Past) 1e Renewal(Past) Requested Renewal Term(This item)
SFM Services,Inc. 6/24/2020—6/23/2023 6/24/2023—6/23/2024 6/24/2024—6/23/2025
Estimated Impact Amount: GL Account No.
The Department has estimated an annual fiscal impact of 168-9966-000325-29-406-545-00-00-000-
$8,468.38 for these services.
Brief Scope of Agreement:
The purpose of this Agreement is to provide, as primary in groups VI and X, grounds maintenance services for rights-of-way,
parking facilities,Lincoln Road Mall,lot clearances,and coastal areas throughout the City of Miami Beach.
Request:
This item seeks approval from the Mayor and City Commission to exercise the last renewal with a 7.4% price adjustment,
pursuant to Appendix D,Special Conditions,Section 2.1,"Option to Renew with Price Adjustment,"of the ITB.(see Attachment
B).
Justification:
On June 24, 2020,the City and SFM Services, Inc.executed an Agreement for grounds maintenance for right of way,parking
facilities,Lincoln Road Mall,lot clearance,and coastal areas pursuant to ITB 2020-042-AY.The Agreement allows the original
term to be extended for two(2)one-year renewals and allows the Contractor to request a rate increase at the time of renewal.
On February 29,2024,the Contractor notified the City that it would agree to renew the agreement for an additional year with a
rate increase of 7.4%,equal to the latest Consumer Price Index(CPI-U),due to recent inflationary pressures.Section 2.1 of the
Agreement allows for the Contractor to submit a price increase up to 60 days prior to the expiration of the term. The Public
Works Greenspace Management Division has reviewed the requested increase and believes the increase is fair and reasonable
due to the reported inflation. The Department has the budget to absorb the rate increase and recommends renewing the
Agreement for the last one-year option through June 2025 with the 7.4%price adjustment effective July 1,2024.
2
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DocuSign Envelope ID:4DF6F0E4-FE35-47D9-92BA-7D499FEB399A HMENT B
ASSIGNMENT AND ASSUMPTION OF AGREEMENT
AND
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
7/1/2024 I 8:53 EDT
This Assignment and Assumption of Agreement(the"Assignment")is entered into with the date of day
of ,2024(the"Effective Date"),by and among the CITY OF MIAMI BEACH,a Florida municipal
corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City");
CONDUENT STATE&LOCAL SOLUTIONS, INC,,a Delaware Limited Liability Company,whose principal
address is 100 Campus Drive,Florham Park, New Jersey 07932;and MODAXO TRAFFIC MANAGEMENT
USA INC.a Delaware Limited Liability Company,whose principal address is 5060 Spectrum Way,Suite 100,
Mississauga,Ontario L4W 5N5.
WITNESSETH:
WHEREAS, on February 12, 2020, the Mayor and City Commission awarded and authorized the
execution of the Agreement with Conduent State & Local Solutions, Inc., for red light violation camera
enhancement system and related support services(RFP)No.2019-093-JC;and
WHEREAS the City and Conduent State&Local Solutions, Inc., entered into an Agreement dated
September 21, 2022 (the "Agreement"), which is incorporated herein by reference and attached as Exhibit
"1"hereto; and
WHEREAS,on December 27,2023,Modaxo Traffic Management USA Inc., Conduent State&Local
Solutions, Inc.,and the other parties thereto signed an asset purchase agreement to acquire substantially all
of the assets of Conduent State & Local Solutions, Inc.'s parking and public safety lines of business
(collectively,the"Transaction");and
WHEREAS,Conduent State&Local Solutions, Inc., seeks the City's consent to the assignment and
assumption of the Agreement from Conduent State & Local Solutions, Inc. to Modaxo Traffic Management
USA Inc.;and
WHEREAS, pursuant to Section 12, "Assignments" of the Agreement, any assignment of the
Agreement requires the written consent of the City;and
NOW, THEREFORE, the City, Conduent State & Local Solutions, Inc., and Modaxo Traffic
Management USA Inc., for and in consideration of the mutual covenants, agreements, and undertakings
herein contained,do by these presents mutually covenant and agree as follows:
1. The above recitals are true and correct and are incorporated herein as part of this Assignment.
2. Conduent State & Local Solutions, Inc. hereby assigns and transfers to Modaxo Traffic Management
USA Inc.all of its rights, title, interest,and obligations in and to the Agreement.
3. Modaxo Traffic Management USA Inc., hereby accepts the assignment of the Agreement and further
assumes and agrees to perform all of the duties and obligations of Conduent State&Local Solutions,
Inc., under the Agreement,and further agrees to be liable and subject to all conditions and restitutions
to which Conduent State&Local Solutions, Inc., is subject to under the Agreement.
4. Upon execution of this Assignment, and for purposes of interpreting the Agreement, all references to
Conduent State& Local Solutions, Inc., under the Agreement, shall hereinafter be deemed to refer to
Modaxo Traffic Management USA Inc.
5. Modaxo Traffic Management USA Inc., agrees to honor and maintain all required warranties and
responsibilities for all projects previously completed by Conduent State&Local Solutions, Inc.,and any
ongoing project that Conduent State&Local Solutions, Inc. has with the City as of the Effective Date.
LEGAL02i442570S8v1
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6. Simultaneously herewith,Modaxo Traffic Management USA Inc.shall furnish to the City's Risk Manager
Certificates of Insurance or endorsements evidencing the insurance coverage as specified in the
Agreement.
7. All written notices given to Modaxo Traffic Management USA Inc. under the Agreement shall be
addressed to the following:
Modaxo Traffic Management USA Inc.,
5060 Spectrum Way,
Suite 100,
Mississauga,Ontario
L4W 5N5
Scott.Winks�a7modaxo.com
Attn:Scott Winks
Email:Scott.Winks@modaxo.com
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IN WITNESS WHEREOF. Conduent State &Local Solutions, Inc.and Modaxo Traffic Management
USA Inc., have caused this Assignment to be executed by their appropriate officials as of the date first
entered above_
FOR CONTRACTOR: CONDUENT STATE 8, LOC L S LUTIONS, INC.
t Ass:,10.,,t Sccr e.4c,,,
Print Name
Date: Ai % 2? xo 111
FOR NEW CONTRACTOR: MODAXO TRAFFIC MANAGEMENT USA INC.
_...._. President
Rod Jones
Print Name
Date: May 24,2024
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
The City hereby acknowledges and consents to this Assignment, pursuant to Section 12,
"Assignments"of the Agreement, without warranties of any kind whatsoever being made incident
to this Assignment.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST: DocuSlgnedby:
By:
rnoor3aooroseasr...
Rafael Granado. City Clerk Rickelle Williams, Interim City Manager
Date' 7/1/2024 I 8:53 EDT APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
1CClty Attorney f Date
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M I A M I B E AC H Contract/Do j., Routing Form
19-093-0] Red Light Violation Camera Enforcement System
From Conduent State&Local Solutions,Inc.to Modaxo Traffic
Management USA,Inc. Police
�—UosJSy'40 by, _
Wayne Jones; 6/18/2024 19*AEDT
tea."„..,,,�•,.
x Type 1-Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation.
Type 2-Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation.
Type 3-Independent Contractor Agreement(ICA) Type 6-Tenant Agreement
Type 4-Grant agreements with the City as the recipient Type 7-Inter-governmental agency agreement
Type S-Grant agreements with the City as the grantor Type 8-Other:
On February 12,2020,the Mayor and City Commission approved the award of an Agreement to Conduent State and Local Solutions,
Inc.,for an enforcement camera monitoring system and related support services pursuant to the Request for Proposals(RFP)2019-
093-1C.
On December 27,2023,Modaxo Traffic Management USA,Inc.and Conduent State&Local Solutions,Inc.signed an asset purchase
agreement for the acquisition of substantially all assets related to the parking and public safety lines of business of Conduent State
&Local Solutions,Inc.Pursuant to Section 12,"Assignments,"of the Agreement,any assignment requires the City's written consent.
On May 15, 2024,the City Commission approved the Assignment and delegated the authority to the City Manager to sign the
Consent of Assignment(see Attachment A).
Therefore,based on the justification stated herein and pursuant to the approval of the City Commission,this item seeks the City
Manager's signature on the Consent of Assignment(Attachment B).
9/21/2022 to 9/20/2025 2 S years
Grant Funded: Yes X No I State Federal Other:
1 N/A No impact Yes X No
1. For contracts longer than five years,contact the Procurement Department. 2.Attach any supporting explanation needed. 3.
Budget approval indicates approval for the current fiscal year only. Future years are subject to City Commission approval of the
annual adopted operating budget.
City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date:
C2F May 15,2024
If no,explain why CC approval is not required:
Legal Form Approved: X Yes No If no,explain below why form approval is not necessary:
Procurement: -o«Ysa•Jer Grants: N/A
Kristy Bada rillN 6/12/2024 I ti 17 EDT
aat_xl.y"
Budget: f't}',4 Information Technology: N/A
Risk Management: N/A Fleet&Facilities: N/A
Human Resources: N/A Reviewed by: --•.
Monica Garcia i ftt�
Reviewed by:
Theresa Buigas It