Loading...
HomeMy WebLinkAboutexhibit 1 - interlocal agreementINTERLOCAL AGREEMENT for JOINT PARTICIPATION TO DEVELOP A REGIONAL 311 ANSWER CENTER THIS AGREEMENT, made and entered into this day of , 2003, by and between Miami -Dade County, Florida, a political subdivision of the State of Florida, hereinafter referred to as the "County" and the City of Miami, a municipal corporation organized and existing under the laws of the State of Florida, hereinafter answered the "City". WITNESETH: WHEREAS, it is of mutual benefit to the County and the City to develop and maintain a Regional 311 Answer Center for local governmental services and emergency management purposes; and WHEREAS, the City presently has exclusive rights to the use of the 311 telephone number on a regional basis and has received funding in the amount of approximately $424,000.00 provisioned through the U.S. Department of Justice Office of Community Oriented Policing Services (COPS office); and WHEREAS, the County wishes to acquire exclusive rights to the use of the 311 telephone number and the City agrees to provide same to the County pursuant to the terms of this Agreement and WHEREAS, the County and the City wish to participate in this endeavor both financially and as users of the services contemplated to be provided; now, therefore, In consideration of the mutual terms, conditions, promises, covenants, and payments hereinafter set forth, the County and the City agree as follows: 1.1 Article 1 Definitions Agreement — means this document, Articles 1 through 26, inclusive, and Exhibit A. Other terms and conditions are included in the exhibits and documents that are expressly incorporated by reference herein. In the event of a conflict between Exhibit A and this Agreement that cannot be reconciled the latter shall control. 1.2 Board - The Miami -Dade County Board of County Commissioners. 1 1.3 City - The City of Miami, Florida, a municipality located within the County. The City is the Customer or Subscriber under that certain Special Service Arrangement Agreement by and between Bellsouth Telecommunications, Inc. and the City entered into on 2/27/03 This Special Service Arrangement Agreement ("SSAA") allows the City to provide the 311 Number for Miami Dade County to establish a 311 Call Center. 1.4 County — Miami- Dade County Florida, a political subdivision of the State of Florida whom by virtue of the rights derived from the City pursuant to this Agreement will create, establish, and operate the 311 Answer Center for Miami Dade County including areas now or later to be within the City limits. 1.5 County Manager - The chief executive officer, who manages the County. The County Manager or his or her designee may perform all matters and approvals. 1.6 City Commission — The City of Miami City Commission. 1.7 City Attorney - The chief legal counsel for the City who directs and supervises the Office of the City Attorney. 1.8 City Manager - The chief executive officer, who manages the City. The City Manager or his or her designee may perform all matters and approvals. 1.9 COPS Grant - The grant awarded to the City by the agency and instrumentality of the United States Government, which shall be the sole source of any City funding under this Agreement. 1.10 County Attorney - The chief legal counsel for the County who directs and supervises the Office of the County Attorney. 1.11 Official Launch — The date that the 311 Answer Center becomes advertised to the public. The County will act in good faith to expedite the Official Launch. 1.12 Service Level Agreement - Exhibit A to this Agreement which is attached hereto and a made part hereof, wherein the parties have set forth a scope of services and agreed to meet certain performance standards, for the operation of the 311 Answer Center and related contractual obligations. 1.13 Special Service Arrangement Agreement ("SSAA") - is that certain Agreement dated 2/27/03 between the City and Bellsouth Telecommunications, Inc, which is deemed as being incorporated by reference herein as though set forth in full, and bearing case number FLO2-N407-02. The City will maintain and meet any contractual obligations including financial obligations with Bellsouth to maintain ongoing service of the 311 number in perpetuity. Whereas, the City is the subscriber to the 311 Dialing Service for all BellSouth Central Communication Offices within the County. 2 1.14 311 Answer Center - will be an integrated multi -channel communication center that routes, manages, records, and reports on citizen interactions. The telephone channel is primary and will be answered in three (3) languages: English, Spanish and Creole. Article 2 Scope of Services; Condition Subsequent 2.1 The County and City shall perform all work identified in this Agreement. The parties agree that the Service Level Agreement: "Exhibit A" is a description of the County's and City's respective obligations and responsibilities and is deemed to include preliminary considerations and prerequisites, and all labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by the parties impractical, illogical, or unconscionable. 2.2 The County will be the primary service provider pursuant to the terms of this Agreement and Exhibit A; to staff, operate, manage and supervise the 311 Answer Center on a regional basis, including all areas presently or in the future to be included within the city limits of the City of Miami. Upon the County's request, the City will instruct BellSouth to direct 311 calls to the chosen location. The City will assist the County with certain contributions, to the extent provided in this Agreement, but it is acknowledged and agreed that the County is the primary service provider. 2.3 Changes in the scope of services are handled in accordance with Article 7. The County Manager must approve in writing and any fiscal impacts in advance. Article 3 Term and Time of Performance 3.1 Term. The term of this Agreement shall begin on the date it is fully executed by both parties and shall end ninety (99) years thereafter unless it is renewed by Agreement, provided, however, since the terms of this Agreement extends beyond a single fiscal year of the County or City, as applicable, the continuation of this Agreement beyond the end of any fiscal year shall be subject to the availability of funds from the County in its budget. The County or City, as applicable, shall give the other party three hundred sixty (360) days advance written notice of its intention to cancel this Agreement, due to the lack of availability of funds for this service. 3.2 Non -appropriation Clause. Providing that all terms and conditions of this Agreement have been substantially performed by the City, nothing shall be construed to permit the County to reduce the level of services to be provided or to effect a premature termination or a termination under §3.1 in order to acquire similar services or to allocate funds 3 directly or indirectly to perform the same application, without the City, for which services are being performed during the same fiscal year. 3.3 No Substitution Clause. Providing that the City has substantially performed all terms and conditions of this Agreement, nothing shall be construed to permit the County to replace the City with another party, organization, entity or agency whom is not a governmental successor in interest to the City. 3.4 Noncotinuation Clause. In the event the County decides or elects to terminate this Agreement due to non -appropriation or no allocation of funds by the County in any fiscal year the County agrees the City shall have exclusive rights to operate and manage, or cause to be operated and managed, an Answer Center within the Miami -Dade Calling Area. Upon such cancellation the County will promptly convey to the City all the City's CSR data, processes, and configuration, to enable the City to expeditiously and promptly assume providing the 311 Answer Center to the citizens of the City and other available service areas not being serviced by the County. 3.5 Reservation of Proprietary Rights. The County acknowledges the City is the subscriber of the 311 Number per the SSAA as herein defined. The County acknowledges the SSAA is subject to and subordinate to the applicable tariffs, regulations, terms and conditions. for the 311 Number. 3.6 This Agreement may be extended upon mutual consent of both parties in accordance with Article 24 below. Article 4 311 Number 4.1 The City will give the County exclusive use of the 311 Number pursuant to this Agreement. If at any time, the County Manager requests the City to terminate its SSAA, the City will terminate the SSAA in the manner provided by the SSAA within the earliest allowable time following the time specified by the County 4.2 The City will use COPS grant funds toward the implementation of the 311 Answer Center. The City agrees to allocate any unused COPS grant funds that remain after the City's 311 implementation up to but not exceeding the full grant amount of $423,737.00 to the County for any work undertaken by the County that qualifies under the grant. Article 5 Compensation 5.1 The City agrees to allocate funds that qualify under its COPS Grant to the County, in the manner specified in Section 4.2, up to the full grant amount. This compensation shall be for work actually performed and completed pursuant to this Agreement, which amount 4 shall be accepted by the County as full compensation for all such work. It is acknowledged and agreed by the County that this amount is the maximum payable and constitutes a limitation upon City's obligation to compensate the County for its services related to this Agreement. This maximum amount, however, does not constitute a limitation, of any sort, upon County's obligation to perform all items of work required by or which can be reasonably inferred from the Service Level Agreement. 5.2 The City will support and jointly apply with the County for grant money available for the 311 Answer Center. The parties agree that any funds appropriated by law related to the 311 Number will be provided directly to Miami -Dade County, to administer, during the term of this Agreement. The City agrees that if any funds, fees, charges, assessments, grants awarded or impositions for administering, managing, enhancing the 311 Answer Center will be submitted directly to Miami -Dade County. 5.3 The County will maintain system performance and availability while controlling costs, in a complex multi -channel environment. As additional communication channels become available, the City will participate in the joint development but will not share in development costs. 5.4 The County will make all possible efforts to ensure that the Regional 311 Answer Center keeps pace with future technology infrastructure in the business environment. Both parties will explore the benefits and impact to the existing environment and develop a mutually agreed upon deployment strategy funded by the County. 5.5 Method of Billing and Payment - The COPS grant funding will be used by the parties in a manner that complies with the applicable COPS 311 grant terms and conditions and the uniform administrative rules set forth in 28 Code of Federal Regulations ("CFR") Part 66, as amended from time to time. The County may submit an invoice for compensation upon the execution of this Agreement by both parties and the City shall pay such invoice based on funds received from the COPS Grant process. The parties agree that any and all payments made by the City shall be solely from COPS Grant, or a similar successive grant awarded to the City. The City shall not have any liability for payment of any fee, charge, assessment, cost, imposition, levy or any other monetary contribution whatsoever excepting from COPS Grant funds. The parties acknowledge that the City's permission and consent granted to the County to use the City's subscriber rights to operate and manage the 311 Number constitutes sufficient and valuable consideration, separate and distinct from any other consideration, for the County to perform the services it is undertaking pursuant to this Agreement. The County as good and lawful consideration for this Agreement acknowledges the receipt and sufficiency of the consideration of the "free use" of the 311 Number by the County. 5 5.6 Payment shall be made to the County at: Miami Dade County Finance Department Stephen P. Clark Center, 26th Floor 111 NW 1st Street Miami, Florida 33128 Attn. Finance Director Note: Late payments will not be subject to interest or late charges. Article 6 Travel Expenses 6.1 Whenever travel costs are included in the performance of services set forth in this Agreement the provisions of Miami -Dade County Administrative Order 6-1, or Florida Statutes, as amended from time to time, whichever is more restrictive, shall govern all persons excepting City employees. City employees shall be governed by § 112.061, Florida Statutes, as to travel expenses. Article 7 Changes in Scope of Services 7.1 Any change to the Service Level Agreement ("Exhibit A") must be accomplished by a written amendment, executed by the parties in accordance with Article 24. Article 8 Indemnification 8.1 The City shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this agreement by the City or its employees, agents, servants, partners, principals or subcontractors. The City shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. Provided, however, this indemnification shall only be to the extent and within the limitations of Section 768.28 F. S., subject to the provisions of that statute whereby the City shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgment paid by the government entity arising out of the same incident or occurrence, exceed the sum of $200,000 from any and 6 all personal injury or property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of the City. 8.2 The County shall indemnify and hold harmless the City and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the City or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this agreement by the County or its employees, agents, servants, partners, principals or subcontractors. The County shall pay all claims and losses in connection therewith and shall investigate and defend. all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. Provided, however, this indemnification shall only be to the extent and within the limitations of Section 768.28 F. S., subject to the provisions of that statute whereby the County shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgment paid by the government entity arising out of the same incident or occurrence, exceed the sum of $200,000 from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of the County. Article 9 Insurance 9.1 The City is a municipal corporation as defined by Section 768.28, Florida Statutes, and the City Risk Management Administrator shall furnish the County Manager with written verification or statement of self-insurance, in a mutually acceptable format, of liability protection in accordance with state law prior to final execution of this Agreement. 9.2 The County is a political subdivision of the State of Florida as defined by Article VIII of the Florida Constitution, and the County Risk Manager shall furnish the City Risk Management Administrator with written verification or statement of self insurance, in a mutually acceptable format, of liability protection in accordance with state law prior to the final execution of this Agreement. Article 10 Termination 10.1 This Agreement may be terminated only for cause or for breach of contract terms, by the County or by the City if the party in breach has not corrected the breach within thirty (30) days after written notice from the aggrieved party identifying the breach. The County upon such notice may terminate this Agreement in the event the County determines that termination is necessary to protect the public health, safety, or welfare. 7 10.2 Notice of termination shall be provided in accordance with the "Notices" section of this Agreement except the County Manager or the City Manager, as applicable, may give verbal notice of termination if it is deemed necessary to protect the public health, safety, or welfare in an emergency situation. Such verbal notice shall be promptly confirmed in writing in accordance with the "Notices" section of this Agreement. 10.3 The City will immediately notify the County of any change of status of the SSAA. Article 11 Audit Right, Retention of Records, 311 Answer Center Records and Data County shall have the right to audit the mechanized reports available in the CSR system related to the performance of the City Departments. The City shall have the audit rights set forth in § 18-100 through §18-102 of the City Code, as amended from time to time, which is deemed as being incorporated by reference herein as though set forth in full, as they pertain to all records of the County existing or created by virtue of this Agreement, or which relate to the 311 Dialing System. 11.2 The parties shall each preserve and make available, at reasonable times for examination and audit by the City or the County, as applicable all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement and this COPS grant for the required retention period of the Florida Public Records Act (Chapter 119, Fla, Stat.), if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years following the later of these two actions: termination of this Agreement ,or the parties receipt of written notification from the COPS office that this COPS grant has been officially closed, as applicable. . . If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years the books, records, and accounts shall be retained until resolution of the audit findings. The records shall be made available during regular business hours at a location within the City of Miami, Miami- Dade County, Florida. 11.3 The Florida Public Records Act is determined by County and City to be applicable to the County's and the City's records, County and City shall cornply with all requirements thereof; however, no confidentiality or non -disclosure requirement of either federal or state law shall be violated by County and/or City. Either party may claim any applicable trade secrets or similar statutory exemption from the Florida Public Records Act. 8 Article 12 Nondiscrimination, Equal Employment Opportunity, and Americans with Disabilities Act 12.1 City and County shall riot unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. City and County shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by County, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, City and County shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. 12.2 County's and/or City's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. 12.3 City and County shall not engage in any discriminatory practice in performing any services pursuant to this Agreement. Article 13 Third Party Beneficiaries 13.1 Neither City nor County intends to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. Article 14 Notices 14.1 Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand -delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: For Miami -Dade County: 9 County Manager, County Manager's Office 111 NW 1st Street Miami, Florida 33128 For City of Miami: City Manager City of Miami 444 S.W. 2nd Av., 10TH Floor Miami, Fl. 33130 With a Copy to: Director of Citistat 444 S.W. 2nd Av., 10th Fl. Miami, Fl. 33130 Article 15 Assignment 15.1 Neither this Agreement nor any interest herein shall be assigned, sold, pledged, transferred, or encumbered by either party, in whole or in part. Article 16 Conflicts 16.1 Neither City or County nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with City's or County's loyal and conscientious exercise of judgment related to its performance under this Agreement. Article 17 Contingency Fee 17.1 City and County each warrant that they have not employed or retained any company or person, other than a bona fide employee working solely for County or City, as applicable, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for County or City, as applicable, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For a breach or violation of this provision, the party not in violation shall have the right to terminate this Agreement without liability at its discretion, or to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 10 Article 18 Materiality and Waiver of Breach 18.1 County and City agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. 18.2 The parties' failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. Article 19 Compliance with Laws 19.1 City and County shall each comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement —and with all applicable laws relating to the development of digital elevation models. Article 20 Severance 20.1 In the event a portion of this Agreement is found by a Court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless County or City elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. Article 21 Joint Preparation 21.1 The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 11 Article 22 Priority of Provisions 22.1 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 by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 26 of this Agreement shall prevail and be given effect. Article 23 Applicable Law and Venue/ Arbitration 23.1 The parties agree that prior to submitting any claim, demand, dispute, controversy, difference or difficulty (referred to collectively as "claims") arising under this Agreement to binding arbitration as provided herein, the procedural options and the conflict resolution procedures required by the "Florida Governmental Conflict Resolution Act", § 164.101 — 164.1061, Florida Statutes, as amended from time to time, shall be exhausted, This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. 23.2 Following the exhaustion of the procedural options and conflict resolution procedures provided by the "Florida Conflict Resolution Act" any claims arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to binding arbitration in Miami -Dade County, Florida in accordance with the arbitration laws of the State of Florida including Chapter 682, Florida Statutes, the "Florida Arbitration Code", as amended from time to time. . 23.3 Except as allowed by Article 23 of this contract, in order to expedite the conclusion of any claim, the parties voluntarily and mutually waive any rights to a jury trial, rights to file permissive counterclaims, or rights to demand attorney's fees from the other party, in any claim or action arising under this Agreement. 23,4 The City or County may make a demand for arbitration by filing such demand for arbitration with the other party in the manner provided for giving notices under Article 14 of this Agreement The demand for arbitration shall be made within thirty (30) days after the conflict resolution procedures referenced above have been exhausted. 23.5 In the event the City and the County agree on the selection of an arbitrator, there shall be only one arbitrator. If no agreement is reached within sixty (60) days of the demand for arbitration, there shall be three arbitrators, one named by the City and County, respectively, and a third chosen by the two who are appointed. If there is one arbitrator, his decision shall be binding; if there are three arbitrators, the decision of any two of them shall be binding. No one shall act as an arbitrator who is a lobbyist as defined by local laws or who has a conflict of interest under state or local Codes of Ethics. 12 23.6 Upon appointment of the arbitrator or arbitrators, as applicable, an arbitration hearing shall be held in Miami -Dade County, Florida in the manner provided by the Florida Arbitration Code. At the hearing, the Florida laws of evidence will apply, and the arbitrator(s) will allow each party to present their case, evidence and witnesses in the presence of the other party and to be represented by counsel. Each party shall bear their own attorney's fees. The arbitration award may include specific performance and/or other contract remedies recognized by Florida law. The award will include a provision for payment of the costs and expenses of arbitration to be paid by one or both of the parties, as the arbitrator(s) deems just and proper. 23.7 The award of the arbitrator, or the majority of arbitrators, as applicable, shall be binding on the parties providing, however, that each party shall retain the right to appeal, vacate, modify or correct an award as provided by the Florida Arbitration code. Judgment may be entered on the award in any competent court having jurisdiction in Miami -Dade County, Florida. Article 24 Amendments 24.1 No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the County and the City. Article 25 Prior Agreements 25.1 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with Article 24. 13 Article 26 Incorporation by Reference 26.1 The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the parties. The attached Exhibits are incorporated into and made a part of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed these presents this day of , 2003. [Must have a city signature block per sample furnished to the county at last meeting] City of Miami Miami -Dade County, Florida By: By: Name: Joe Arriola Name: Title: City Manager Title: Date: Date: Attest: Attest: City Clerk Clerk of the Board APPROVED AS TO FORM AND APPROVED AS TO FORM AND LEGAL CORRECTNESS: SUFFICIENCY Name: Alejandro Vilarello Title:City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: Name:Ramona Fiumara Title: Risk Management Administrator Name: Rashmi Airan-Pace/Robert Ginsburg Title: Assistant County Attorney/County Attorney 14