HomeMy WebLinkAboutagreement Broward and BellSouthAGREEMENT
BETWEEN
BROyVARD COUNTY
and
EELLSOUTH TELECOMMUNICATIONS. INC,
to Provide the
DESIGN. INSTALLATION. TESTING. SERVICE AND SUPPORT,
OF THE POSITRON ENHANCED 9-1-1 TELEPHONE SYSTEMS
AT THE BROWARD COUNTY
PUBLIC SAFETY ANSWERING POINTS (PSAPSI
$J„) #922309-RB
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TABLE OF CONTENTS
ARTICLE # P105 #
Article 1 DEFINITIONS AND IDENTIFICATIONS 6
Article 2 PREAMBLE 12
Article 3 SCOPE OF WORK 13
3.2 Existing System Service and Support 13
3.3 Replacement (New Systems) Projects 13
3.4 Upgrade/Enhance Systems Projects 13
3.5 Training Requirements 14
Article 4 TERM FOR PERFORMANCE AND MAINTENANCE PERFORMANCE
CRITERIA 15
4.3 Maintenance Performance Criteria 15
4.4 Equipment and Installation Performance 17
4.6 Lightning Damage Provision 17
Article 5 MAINTENANCE - GENERAL REQUIREMENTS 18
5.1 Service Plan 18
5.2 Maintenance Payment Process 18
5.2,1 Maintenance of Existing System(s) and Equipment . 18
5.2.2 Maintenance of New Equipment 18
5.3 Schedule 18
5.4 Contractor's Responsibilities 19
5.4.1 Minor Repair Requirements 19
5.4.2 Major Repair Requirements 19
5.4.3 Alarm Annunciator Requirements 20
5.4.4 After Hour Coverage, Emergency and Contractor's .. 20 •
Required Response Specifications
5.4.5 Responsibility to Inform County Staff of Repair Status . 21
5.4.6 Outage Determined to be Fault of Other Company 21
or Local Exchange Carrier
5.4.7 Equipment Failure 21
5.4.8 Preventative Maintenance Requirements 21
5.4.9 Requirements for Audit Reports 21
5.4.10 Contractor's Responsibility to Correct Work Areas 22
as Originally Found
5.5 Access 22
5.6 Exclusion 22
5.7 Broward Sheriff PSAP/Fire Rescue Secondary PSAP 22
Back -Room Equipment
Article 6 EQUIPMENT DELIVERABLES 23
6,2 Enhanced 9-1-1 Telephone System Options 23
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Article 7 REPLACEMENT AND UPGRADE/ENHANCE 23
SYSTEM PROJECTS - GENERAL REQUIREMENTS
7.1 Site Conditions 24
7.2 Project Documentation . 24
7.3 Project Schedule Requirements 24
7.5 System Acceptance Testing 25
7.6 On -Site Inspections 25
7.7 System Acceptance Test Criteria 25
Article 8 ADDITIONAL SERVICES OR CHANGES IN SCOPE OF WORK ... 26
8.5 Value of Change Order Work 27
8.9 Notification of Change of Contract Time or Contract ... 28
Price
8.11 Phase it Requirements 28
Article 9 TERMS OF PAYMENT 29
9.1.1 Annual Maintenance Cost 29
9.1.2 Equipment and Installation Costs 29
9.1.3 Rebate Cost for County Purchased Spare Parts 31
9.2 Method of Billing and Payment 31
Article 10 SOFTWARE LICENSE 32
10.1 County's Obligations Regarding the Software 32
10.2 Joint Obligations 32
10.3 Contractor's Warranty and Maintenance Obligations 32
Unaffected by Assignment of Licenses
Article 11 INDEMNIFICATION OF COUNTY 33
11.1 Indemnification of County 33
11.2 Patent Indemnification 33
Article 12 WARRANTIES 34
12.1 General Warranties 34
12.2 Term of Warranty 35
Article 13 COUNTY'S CONTRACT ADMINISTRATOR AND PROJECT 35
MANAGER
Article 14 INSURANCE 35
14.3 Commercial General Liability insurance 36
14.4 Business Automobile Liability 36
14.5 Workers' Compensation Insurance 36
Article 15 TERMINATION 37
15.4 Termination for Convenience 38
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Article 16 RESOLUTION OF DISPUTES 38
Article 17 MISCELLANEOUS 39
17.1 Ownership of Documents 39
17.2 Audit Right and Retention of Records 39
17.3 Coordination 40
17.4 Non Discrimination, Equal Opportunity and American 40
With Disabilities Act
17.5 Subcontractors 41
17.6 Assignment and Performance 41
17.7 Amendments 42
17.8 Prior Agreements 42
17.9 Incorporation by Reference 42
17.10 Multiple Originals 42
17.11 Applicable Law and Venue 42
17.12 Notices 43
17.13 Materiality and Waiver of Breach 43
17.14 Public Entity Crime Statement 44
17.15 Independent Contractor 44
17.16 Third Party Beneficiaries 44
17.17 Conflicts 45
17.18 Contingency Fee 45
17.19 Joint Preparation 45
17.20 Compliance with Laws 45
17.21 Severance 46
17.22 Priority of Provisions 46
17.23 Drug -Free Workplace Certificate 46
17.24 Non -Collusion Clause 46
17.25 Permits and Licenses 47
17.26 Errors or Omissions 47
17.27 Risk of Loss 47
17.28 Force Majeure 48
17.29 Taxes 48
17.30 Favored Nations Clause 48
17.31 Applicability to Participating Government Agencies 49
Exhibits Description .
A E 9-1-1 Telephone System Equipment/Parts Price List
B Post Cutover Equipment/Parts List
D Annual Maintenance of Public Safety Answering Point Equipment
E Statement of Work
• Attachment 1 - System Descriptions
• Attachment 2 - Acceptance Test Plans
F Replacement IAP Plus System Equipment
H Upgrade/Enhancement System PSAP Equipment
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AGREEMENT
BETWEEN
BROWARD COUNTY
and
BELLSOUTH TELECOMMQNICATIQNS. INC.
tQ Pravide the
DESIGN. INSTALLATION. TESTING. SERVICE AJVD SUPPORT,
OF THE POSITRON ENHANCED E 91-1 TELEPHONE SYSTEM
AT THE BROWARD COUNTY
PUBLIC SAFETY ANSWERING POINTS (PSAPs)
RLI #022300-RB
This Is an Agreement made by and between Broward County, a political subdivision of the
State of Florida, hereinafter referred to as "County," through its Board of County
Commissioners,
and
BellSouth Telecommunications, Inc., 13450 W: Sunrise Boulevard, Suite 600, Sunrise, FL
33323, authorized to do business in the State of Florida, its successors and assigns,
hereinafter referred to as Contractor," or jointly hereinafter referred to as "Parties."
Whereas, Contractor has agreed to provide design, installation, testing, maintenance
support and service of the Enhanced 9-1-1 Telephone Systems for the Broward County
Public Safety Answering Points (PSAPs); Now, Therefore,
Witnesseth
In consideration of the mutual terms, conditions, promises, covenants and payments
hereinafter set forth, County and Contractor hereby agree as follows:
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1.1
ARTICLE 1
DgFINITIONS AND IDENTIFICATIONS
Ab; adored Calls: Any E 9-1-1 call that has been seized by the Telephone System
but has been terminated by the caller prior to being answered by the Call Taker is
deemed an abandoned call. It is important to realize that an abandoned call may
be a TDD, VCO or HCO call (refer to TDD, VCO, or HCO definitions).
1.2 Agreement: The term Agreement shall refer to and include Articles/Sections 1
through17.31 inclusive, all Exhibits and Attachments referenced herein and/or
attached hereto. The term Agreement and Contract are considered the same and
may be used interchangeably.
1,3 Automatic Location Identification (ALI): An alpha/numeric display of name, address,
city and other descriptive information associated with an incoming telephone call.
1.4 Automatik Nwmt.ering Identification (AN I): A digital display of the telephone number
of an incoming E 9-1-1 call.
1.5 Best and Final Offer Q'BFO"Z: The August 2000 Best and Final Offer of the
Contractor to provide the project.
1.6 Board: The Broward County Board of County Commissioners, which is the
governing body of Broward County government created by the Broward County
Charter.
1.7 BrQWard E 9-1-1 Back-un Center: The center that serves as a back-up to the
• Broward Sheriffs Office E 9-1-1 and .Fire Rescue Dispatch which Is currently
located at 201 S.E. 6 Street, 8th Floor, Fort Lauderdale. The new center Is to be
located at 201 N.W. 84 Avenue, Plantation, FL.
1.8 Broward County Fire Rescue Secondary PSAP: A Secondary PSAP currently
located at 2601 W. Broward Blvd., Fort Lauderdale.
1.9 Broward Sheriff office PS.AP: A PSAP located at 2601 W. Broward Blvd., Fort
Lauderdale, FL.
1.10 Call -Taker: The individual that answers E 9-1-1 calls and determines how they
should be directed for dispatching of police, fire and/or rescue.
1.11 Call Taker Posit(Qn: A location within a PSAP where E 9-1-1 calls are received,
and includes the telephone instrument, hand or headset, dial pad, feature keys, line
keys, and related components.
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1.12 City of Coconut Creek PSAP: A PSAP located at 4800 W. Copans Road, Coconut
Creek, FL.
1.13 City of Csrli Springs PSAP: A PSAP located at 2801 Coral Springs Drive, Coral
Springs, FL.
1.14 City of Deerfield Beach Secondary PSAP: A Secondary PSAP currently located at
928 E. Hillsboro Blvd., Deerfield Beach, FL., but, scheduled to be relocated to a new
facility.
1.15 City of Fort Lauderdale PSAP: A PSAP located at 1300 W. Broward Blvd., Fort
Lauderdale, FL.
1.16 City of Hollywood PSAP: A PSAP located at 3250 Hollywood Blvd., Hollywood, FL.
1.17 City of Margate PSAP: A PSAP located at 5790 Margate Blvd., Margate, FL.
1.18 City of Oakland Park PSAP: A PSAP located at 301 N.E. 38 Street, Oakland Park,
FL.
1.19 City of Pembroke Pines Secondary PSAP: A future potential Secondary PSAP
which is currently located at 9500 Pines Blvd., Pembroke Pines, FL.
1.20 City of Pompano Beach PSAP: A PSAP located at 100 S.W. 3 Street, Pompano
Beach, FL.
1.21 Component: An individual electronic part which is constituent to a device or system.
For this Agreement, a Component shall mean an interchangeable part which Is
mechanically attached to or installed in a device and not permanently wired to the
device.
1.22 Computer Aided Dispatch (CAD): An automated system which assists in identifying
the nearest emergency service unit (e.g. police car or fire engine) available to
respond to an emergency call.
• 1.23 . Contract Administrator: The Broward County Administrator, the Director of Broward
County Telecommunications Division, or the designee of such County Administrator
or Director. The primary responsibilities of the Contract Administrator are to
coordinate and communicate with Contractor the terms and conditions of this
Agreement as set forth herein. In the administration of this Agreement, as
contrasted with matters of policy, all parties may rely on the instructions or
determinations made by the Contract Administrator; provided, however, that such
Instructions and determinations do not change the Scope of Services.
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1.24 Contractor; BellSouth Telecommunications, inc., which will primarily be liable for
the acceptable performance of the work and for the payment of all legal debts
pertaining to the work.
1.25 County: Broward County, a political subdivision of the State of Florida.
1.26 County Attorney: The chief legal counsel for County who directs and supervises the
Office of the County Attorney pursuant to Section 4.03 of the Broward County
Charter.
1.27 Customer Service Unit (CU): The electronic device which serves as the
demarcation point for the customer premise equipment which receives the data
transmission from the Local Exchange Carrier.
1,28 Cutover; The date when actual calls are placed by the public to the emergency
number "9-1-1" and are received at the PSAP.
1.29 Digital Service Unit (DSU): The electronic device which serves as the demarcation
point for a Local Exchange Carrier's data circuit.
1.30 Dual Tone Multi-Freauencv IDTMF1: For customer reception of the called address,
the customer may elect either dial pulse (DP), dual tone multi -frequency (DTMF) or
multi -frequency (MF).
1.31 Emergency Service Number (ESN): An ESN is a three to five digit number
representing a unique combination of emergency service agencies (Law
Enforcement, Fire, and Emergency Medical Service) designated to service a
specific range of addresses within a particular geographical area, or Emergency
Service Zone (ESZ). The ESN facilitates selective routing and selective transfer the
appropriate PSAP and the dispatching of the proper service agency(ies).
1.32 Enhanced 9-1-1: An emergency telephone system which includes network
switching, database and CPE elements capable of providing Selective Routing,
Selective Transfer, Fixed Transfer, ANI and ALI.
1,33 Enhancement: To raise or improve the quality of the system. The reference to a
system enhancement, modification or upgrade are considered one in the same
definition.
1.34 Eauloment: Tangible Items which work together with Software to perform the
functionality described by this Agreement.
1.35 Hearing Carry Over: A Hearing Carry Over (HCO) call is a special TDD call where
the E 9-1-1 caller types to the E 9-1-1 Call Taker and the E 9-1-1 Call Taker speaks
back to the caller. It is a communication method used by someone who can hear,
but cannot talk. An HCO call is also a combination of half -voice and half-TDD call.
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e9I !agreement, 060702
An HCO call allows the E 9-1-1 Call Taker the opportunity to monitor any
background sound or activity. At the beginning of every HCO, the call and date
stamp must be printed.
1.36 EfeDAQL2Ooeration: In compliance with A.D.A. requirements, the Zetron Model
3030 handles HCO (Hearing Carry Over) and VCO (Voice Carry Over) calls from
callers who are either voice impaired or hearing impaired, but not both. In
HCONCO operation, the TDD conversation uses text in one direction and voice in
the other direction.
1.37 L I E Carrier: The provider of network services, or any future
Independent Local Exchange Carrier (ILEC) capable of providing network services
to do business with County.
1.38 L r li : Local Number Portability (LNP), a mandate of the
Telecommunications Act of 1996, lets subscribers keep their phone numbers and
access to advanced calling features after changing service providers.
1.39 �.._. Moditinn• catiTo raise or improve the quality of the system. The reference to a
system enhancement, modification or upgrade are considered one in the same
definition.
1.40 No Hold Conference: A telephone system feature which allows a third or fourth part
to be added to a call without placing the original call on hold. y
1.41 • A written Notice to Proceed Issued by the Contract
Administrator authorizing the Contractor to proceed with the work described in this
Agreement.
1.42 eh: Under the FCC's rules, the delivery of a wireless 9-1-1 call with call-back
number and identification of the cell -sector from which the call originated. Call
routing is determined by call -sector.
1.43 Phaag : Based upon the FCC's final rule -making directions, the delivery of a
wireless 911 call shall be within a certain accuracy of the location of aweless
caller.
1.44
public safetych
receives incoming calls placed to the emergency notification numbers E 9-1gencwhind
dispatches emergency response units. ,and
1.45 Project( A project(s) will consist of the work described in Sections 3.3 and 3.4 for
each individual PSAP.
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1.46 Project Manager The individual designated to represent the Contract Administrator
for all Project activities and shall be responsible for the review and evaluation of the
Contractor's performance and the coordination with County personnel, Equipment
and facilities in connection with the performance of Contractor's work under this
Agreement.
1.47 Project $chedule: The detailed schedule presented in a Gantt Chart form using
Microsoft Project of all activities and milestones required to complete the transition
to install, test and Cutover each of the Enhanced 9-1-1 Telephone Systems.
1.48 Public. Safety Answering Point (PAP): A public safety agency which receives
incoming calls placed to the emergency notification number "9-1-1," and dispatches
emergency response units.
1.49 Request for Letters of Interest ("RLI"): Pursuant to Chapter 21.86, Broward County
Procurement Code, the Broward Board of County Commissioners invites qualified
firms to submit Letters of Interest and Statements of Qualifications and Experience
for consideration to provide services an projects.
1.50 Secondary PSAP: A location to which 9-1-1 calls are transferred from a Primary
PSAP. Secondary PSAPs are equipped the same as a primary PSAP, but, receive
calls on a transfer basis.
1.51 Selective Routing (SR): The routing of a 9-1-1 call to the proper PSAP based upon
location of the caller. Selective Routing is controlled by the ESN which Is derived
from the customer location.
1.52 Small Disadvantaged Business Enterprise: Whenever the phrase "SMALL
DISADVANTAGED BUSINESS ENTERPRISE," "Minority Business Enterprise," or
"Women Business Enterprise" is used, its meaning shall be construed by reference
to Broward County Ordinance No. 84-14 (which Is codified in the Broward County
Code of Ordinances at Sections 20-275, et seq.).
1.53 Software: Computer program modules which, in conjunction with supplied hardware,
perform the functions required in this Agreement.
1.54 South Broward Back-uo Center: An E 9-1-1 back-up center currently located at
2600 Hollywood Blvd., Hollywood, FL, but, scheduled to be relocated to a new
facility.
1.55 Subcontractor: A person, firm, or corporation having direct contract with the
Contractor including one who furnishes material worked to a special design, but,
does not include one who merely furnishes material.
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1.56 System(s): The term "System(s)" shall mean collectively the Telephone System
including Hardware and Software, with functional specifications, (as indicated in the
Broward County Best and Final Offer), performance criteria, and, enhancement
services, media, documentation, peripherals, limited right to use copyright materials
and other items, tangible and intangible, which together will 1) perform the functions
and tasks In the manner specified in this Agreement, and 2) will provide the
documentation, training, information, and other services required by this Agreement.
1.57 System A,ceptance: That point in time defined by the successful completion of the
installation of Equipment; and Equipment remains fully operational without failure
of the System for thirty (30) calendar days.
1.58 Telephone System(s): Fully complete and operationally -enhanced telephone
systems for E 9-1-1 telephone operations In accordance with all terms, conditions,
specifications and requirements as stated in the Best and Final Offer (BFO).
1.59 Teletype Deaf Device: A Teletype Deaf Device (TDD) assists E 9-1-1 Call Takers
in responding effectively to deaf and hard -of -hearing callers and, at the same time,
assists in assuring that the procedures followed comply with federal law, specifically,
the "Americans with Disabilities Act" (ADA).
1.60 Uninterruotable Power Suooly (UPS): A device which provides uninterruptable
power to the Enhanced 9-1-1 System during unavailability of commercial power and
during commercial power transients.
1.61 Upgrade: To raise or Improve the quality of the system. The reference to a system
enhancement, modification or upgrade are considered one in the same definition.
1.62 Voice Carry Over: A Voice Carry Over (VCO) call is a special TDD call where the
caller talks to the E 9-1-1 Call Taker and the E 9-1-1 Call Taker types back to the
caller. It is a communication method used by someone who can speak but cannot
hear. A VCO call Is a combination of half -voice and half-TDD call. A VCO call
allows the E 9-1-1 CaII Taker to monitor any background sound or activity. At the
beginning of every VCO, the time and date stamp must be printed.
1.63 Wired for: This phrase shall mean that all cabinets, shelves, internal cabling and
software shall be In place such that only the addition of circuit boards and station
equipment will need to be added to increase the number of working positions.
1.64 Zetron 3030: Is a Telecommunications Device for the Deaf (TDD) designed
especially for Public Safety Answering Points (PSAPs). Its function is to detect TDD
calls made by hearing or speech impaired people. Also, to notify the 9-1-1 Call
Taker of such calls, to provide answering messages, to display the caller's
message, and to allow the 9-1-1 Call Taker. to converse with the caller.
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ARTICLE 2
PREAMBLE
In order to establish the background, context and frame of reference for this
Agreement and to generally express the objectives and intentions of the respective Parties
herein, the following statements, representations and explanations shall be accepted as
predicates for the undertakings and commitments included within the provisions which
follow and may be relied upon by the Parties as essential elements of the mutual
considerations upon which this Agreement is based.
2.1 Negotiations pertaining to the services to be performed and the Equipment to be
provided by the Contractor were undertaken between the Contractor and a
Selection/Negotiation Committee selected by the Board of County Commissioners,
and this Agreement incorporates the results of such negotiations.
2.2 This Agreement is funded with County E 9-1-1 funds.
2.3 Contractor acknowledges that the Enhanced 9-1-1 Telephone Systems provide
County with public safety telephone communications.
2.4 Commission Resolution No. 95-937, relating to Licensee's Computer Software
Policy, established a requirement for inspection of all computer application software
purchased or developed for County by third parties costing over Twenty Thousand
Dollars ($20,000.00) prior to Its acceptance by Licensee. Contractor recognizes
that all computer application software purchased or licensed by County from
Contractor, and without limiting the foregoing, in particular, the Contractor software,
costing more than Twenty Thousand Dollars ($20,000.00) shall be inspected by the
Licensee's Office of Information Technology prior to acceptance of such software.
Also, all contracts with third parties for the purchase of computer application
software costing more than Twenty Thousand Dollars ($20,000.00) shall include
clauses providing (I) for inspection and testing by the Office of Information
Technology of such computer application software prior to formal acceptance of that
software by County, and (ii) the final payment shall not be made prior to formal
acceptance of the application software by County. The Office of Information
Technology will utilize the standards for acceptance as set forth and described in
Article 10 of this Agreement.
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ARTICLE 3
SCOPE OF WORK
3.1 Contractor shall perform all work identified in this Agreement, Exhibits "D," "E," "F,"
"H," and all associated attachments, and as specified in the Contractor's response
to the County's Best and Final Offer specifications. The Parties agree that this
scope of services is a description of Contractor's obligations and responsibilities and
is deemed to include preliminary considerations and prerequisites, and all labor,
materials, Equipment, and ta8ks which are such an inseparable part of the work
described that exclusion would render performance by Contractor impractical,
illogical, or unconscionable. •
3.2 EXISTING SYSTEM SERVICE AND SUPPORT:
3.2.1 Contractor shall fully maintain the existing Positron Telephone Systems that
are located at Broward County Public Safety Answering Points.
3.2.2 Contractor shall provide certified technical installers and maintenance
technicians to service and support the specified Broward County Enhanced
9-1-1 Telephone System (PSAPs) which are identified in Exhibit "D"-Annual
Maintenance of Public Safety Answering Point Equipment.
3.3 REPLACEMENT (NEW SYSTEMS) PRQJEcTa:
3.3.1 Contractor shall design, engineer, and install new and fully operational
Enhanced 9-1-1 Telephone Systems at the Broward E 9-1-1 Back-up Center,
City of Deerfield Beach Secondary PSAP and South Broward Back-up
Center in accordance with Exhibit "E" Statement of Work (SOW).
3.3.2 Contractor shall design, engineer, and install replacement Enhanced 9-1-1
Telephone Systems at the Broward Sheriff's Office PSAP, Broward County
Fire Rescue Secondary PSAP and at the City of Coral Springs PSAP in
accordance with the Exhibit "E" Statement of Work (SOW). The newly
installed Enhanced 9-1-1 Telephone Systems must operate in parallel with
the existing systems, until a complete System Acceptance period has been
reached.
3.4 UPGRADE/ENHANCE SYSTEMS PROJECTS:
Contractor shall upgrade/enhance the existing Enhanced 9-1-1 Telephone Systems
for the remaining six (6) PSAPs that consist of the Cities of Coconut Creek, Fort
Lauderdale, Hollywood, Margate, Oakland Park and Pompano Beach in order to
bring the systems up to Federal Communication Commission (FCC) Phase I and
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Local Number Portability compliance for wireless Enhanced 9-1-1 obligations in
accordance with Attachment 1 of Exhibit "E" - Statement of Work (SOW).
3.5 TRAINING REQUIREMENTS:
3.5.1 Contractor will provide on -site training on the use of the newly installed and
upgraded Telephone Systems, if required, and shall provide all material.
Contractor will temporarily move or install County's Equipment for training
purposes at County's expense and cost shall not exceed relocation fees as
indicated in Exhibit A and B. Contractor shall provide one (1) copy of the
training material to each PSAP and one (1) operator's manual for each
answering position. The training shall be held at least one (1) week prior to
Cutover and shall, at a minimum, consist of, the following:
A series of group sessions for Cali Takers and supervisors, per shift,
consisting of instructions, demonstrations and participation in the
various aspects of the operation of the Enhanced 9-1-1 Telephone
System.
A minimum of one (1) three (3) hour class per shift of no more than
fifteen (15) Cali Takers per class, or as specified by the individual
PSAP based upon staffing needs.
3.5.2 The cost of training is as reflected in Exhibit "B."
3.6 Upon written request from County stating the goals of the Project, Contractor will
work with County to develop a Detailed Design Review (DDR) and Project Schedule
(using Microsoft Project - version '98 or higher) for each PSAP Project that sets
forth the design, engineering and installation, acceptance -testing, and training tasks
and milestones. Following the County's acceptance of each Project's DDR and
Project Schedule, County will then provide Contractor with a Notice to Proceed and
purchase order for that Project. Upon Contractor's receipt of the County's Notice
to Proceed and purchase order, Contractor will provide County a Method of
Procedures, prior to implementing the Installation of each project that should identify
each activity, task and sub -task for each project. The Method of Procedures shall
be mutually agreed to by both Parties.
3.7 For each PSAP Project, Contractor shall develop written System Acceptance Test
Plans (ATPs) covering the test, preparation, and validation procedures for
acceptance testing of that Project. County shall approve ATPs and the
corresponding DDR. Upon acceptance by County, each ATP shall become part of
Exhibit 'E" Statement of Work - Attachment 2.
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•
3.8 Contractor shall provide the Equipment and Software, and perform the services,
including warranty, as set forth in. this Agreement in Exhibit "E", Statement of Work
and its attachments, and in any subsequent amendment.
3.9 Contractor is responsible for working with the County Project Manager and the E 9-
1-1 equipment vendors to coordinate the necessary interfacing of the Telephone
Systems with the other E 9-1-1 related equipment, systems and devices that are
essential to the full operations of a Public Safety Answering Point PSAP.
ARTICLE 4
TERM FOR PERFORMANCE AND
MAINTENANCE PERFORMANCE CRITERIA
4,1 The term of this Agreement is five (5) years and shall begin on the date It is fully
executed by both Parties; provided, however, if the term of this Agreement extends
beyond a single fiscal year of County, the continuation of this Agreement beyond
the end of any fiscal year shall be subject to the availability of funds from County In
accordance with Chapter 129, Florida Statutes.
4.2 This Agreement may be renewed for two (2) one year terms upon the conclusion
of the initial five (5) year term under the same terms and conditions as set forth in
this Agreement. If either Party elects not to renew this Agreement as provided, that
party shall provide written notice to the other Party at least six (6) months prior to
the end of the term.
4.3 MAINTENANCE PERFORMANCE CRITERIA:
Contractor shall furnish and perform the maintenance and support as described In
this Agreement for the complete term of the Agreement and any renewal periods.
Performance criteria will not apply to existing Phrend and J-Cabinet systems, nor
will Contractor's performance criteria apply where failures or circumstances occur
as described in Sections 5.6 (Exclusions) and 5.7. Performance related liquidated
damages that Contractor will be held responsible for during the term of this
Agreement are summarized as follows:
County to provide Contractor written notification of each incident, as indicated in the
table below, even in circumstances where no penalty would apply. Contractor shall
credit County's monthly billing statement.
Should County choose to renew this Agreement pursuant to Section 4.2, for
purposes of calculating liquidated damages, only performance events that occurred
in the previous sixty (60) months shall be considered.
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Performance Criteria
Contractor fails to respond to a major outage
within two (2) hours of County or City reporting
trouble.
Contractor fails to repair a major outage within
twelve (12) hours from the time County or City
reported trouble.
Contractor fails to respond to a minor outage
within four (4) hours during normal business
hours from the time County or City reported
trouble.
Contractor fails to repair a minor outage within
forty-eight (48) hours from the time County or
City reported trouble.
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Liquidated Damage
1st Incident = No penalty
2'Incident = 3 months at $366.00 per position
for the affected PSAP.
3rd incident = 4 months at $366.00 per position
for the affected PSAP.
4T" Incident = 6 months at $366.00 per position
for the affected PSAP.
5' and ail subsequent incidents = Termination
of Contractor as a County option
1' Incident = 3 months at $366.00 per position
for the affected PSAP.
2nd Incident = 6 months at $366.00 per position
for the affected PSAP.
3r° Incident and subsequent incidents = 12
months at $366.00 per position for the affected
PSAP or Termination of Contractor as a County
option.
1" and 2^d Incident = No penalty.
3"d, 4' and 5th Incident = 2 months at $366.00
per position for the affected PSAP.
6" and 7' incident = 4 months at $366.00 per
position for the affected PSAP.
8' Incident = 6 months at $366.00 per position
for the affected PSAP or Termination of
Contractor as a County option.
1" and 2nd Incident = No penalty.
3rd,
rd 4'", 5" and 6th incident -1 month at $366.00
per position for the affected PSAP.
7th thru 14"' incident = 2 months at $366.00 per
position for the affected PSAP.
15" Incident = 3 months at $366.00 per position
for the affected PSAP or Termination of
Contractor as a County option.
e911agreement, 060702
Performance Criteria
Liquidated Damage
5
Contractor fails to provide status of repairs to
County: major outage in thirty (30) minutes and
hourly updates until repair is completed and
minor outage in twenty-four (24) hours with
updates provided every twelve (12) hours
during normal business hours.
1" and 2n4 Incident = No penalty,
3'd, 4th and 5th Incident = 2 months at $366.00
per position for the affected PSAP.
6th and 7th Incident = 4 months at $366.00 per
position for the affected PSAP.
Ei h Incident = 6 months at $366,00 per position
for the affected PSAP or Termination of
Contractor as a County option.
4.4 EQUIPMENlANp INSTALLATION PERFORMANCE:
Contractor shall furnish and install the equipment and software described in this
Agreement and shall perform all related services under this Agreement no later than
ninety (90) days from delivery of Equipment to County's site.
4.5 If Contractor has not reached System Acceptance within One Hundred and Twenty
(120) days after the date established for System Acceptance, County may declare
this Agreement in default and terminate this Agreement pursuant to Article 16.
However, Contractor shall not be in default under this provision If the failure to
perform or delay in performance arises out of cause or causes beyond the control
of and without the fault or negligence of Contractor.
4.6 LIGHTNING DAMAGE PROVISION: Contractor is responsible for providing lightning
protection for all Equipment maintained by Contractor under this Agreement.
Contractor is required provide up to a value of Twenty-five Thousand Dollars
($25,000.00) in new or refurbished parts and/or labor during the term of this
Agreement should lightning damage occur at a PSAP.
-17- e91 (agreement, 060702
•
ARTICLE 5
MAINTENANCE - GENERAL REQUIREMENTS
Contractor and County agree as follows with respect to maintenance of the Equipment:
5.1 SERVICE PLAN:
Contractor agrees to furnish all parts and labor necessary In connection with the
maintenance and repair of the Enhanced 9-1-1 Telephone Systems and related
items of Equipment provided by Contractor, to the extent described in Exhibits "A,"
and "B."
5.2 MAINTENANCE PAYMENT PROCESS:
5.2.1 Maintenance of Existing System(s) and Eauioment: County agrees to pay
its annual maintenance fee for its current Systems on a monthly basis
pursuant to year (1) annual maintenance cost described in the attached
"Exhibit ❑ - Annual Maintenance of Public Safety Answering Point
Equipment." If Contractor fails to provide technical labor and support
services as specified in Article 3 of this Agreement for the Equipment listed
In Exhibit "D," payments shall be reduced on a pro-rata basis. Monthly
maintenance payments are subject to County's Prompt Payment Ordinance
(Sec. 1-51.6 of the Broward County Code of Ordinances). This provision
does not apply to the Broward Sheriffs PSAP.
5.2.2 Maintenance of New Eauipment: Contractor shall not bill County for
maintenance of new Equipment until the full twelve (12) month warranty is
completed. Contractor will invoice County for maintenance service of the
new Equipment on the master bill thirty (30) days following the conclusion of
the twelve month warranty period.
5.3 SCHEDULE:
Exhibit 0 - "Annual Maintenance of Public Safety Answering Point Equipment" is
attached to and made part of this Agreement. Exhibit D identifies all Equipment to
be maintained and services to be provided under this Agreement. Based upon
County requirements, as new Equipment items or additional Primary or Secondary
PSAPs or Back-up Centers and applicable charges which are mutually agreed to
and added to the Annual Maintenance of Public Safety Answering Point Equipment,
they will automatically become a part of this Agreement. New items added to the
Annual Maintenance of Public SafetyAnswering Point Equipment will not constitute
an amendment to this Agreement.
_18 e9 1 'agreement, 060702
•
5.4 CONTRAQTOR'S RESPONSIBILITIES:
5.4.1 Minor Repair Reauirements: Contractor will begin any repair not defined as
a major malfunction as expeditiously as possible, and shall make all
reasonable effort to complete repairs within twenty-four (24) hours from the
time County reported the incident. Repairs may be made by a certified
technician either through a premise visit or via electronic access through the
use of a remote maintenance terminal. However in all cases, the repair must
be confirmed and accepted by the end user. Contractor shall follow the
performance criteria as explained in Section 4.2. Minor outages are
classified, but, not limited to the following:
1. A spare E 9-1-1 position Is not operating.
2. Interfacing of headset is not working.
3. Management reports are not functioning properly.
4. An LED is broken on a position that is not essential to the center,
5. An LED is not working on a primary position at a PSAP that has an
unstaffed position available for optional use.
6. Low volume problem on one (1) position.
5.4.2 Maior Repair Reauirements: Service for a major repair shall be available
twenty-four (24) hours a day, seven (7) days a week, 365 days per year,
including leap years. Contractor must begin remedial maintenance for a
major malfunction, which may consist of remote diagnostics during the first
15 - 30 minutes. However, if County Identifies the trouble as a major repair,
Monday - Friday, 8:00 a.m. to 5:00 p.m., excluding holidays, a Contractor
technician must be on -site no less than two (2) hours from the repair
notification time documented by County, unless County contract requests or
agrees that maintenance be delayed. Contractor shall also provide County
with the Operations Manager's contact numbers. If County requests that the.
Operations Manager be on -site, they must arrive within one (1) hour of being
called by County's Contract Administrator or their designee. Contractor shall
follow the performance criteria as explained in Section 4.2. A major outage
is defined as:
1. Central Processing Unit failure.
2. Failure of all one -button or all programmed speed call transfers on all
positions.
-19- e91 !agreement, 060702
3. Inability for CaII Center to receive AN I/ALI or to process calls.
4. Failure of the Enhanced 9-1-1 Telephone System to interface with the
CAD, Logging Recorders, TDD devices or Local Exchange Carrier
network.
5. If there is an inability to place or receive calls and such failure effects
twenty-five percent (25%) or more of the positions.
6. Low volume is occurring system wide. Low volume occurs when all
positions are affected and It is proven that the cause is not due to
malfunctioning headsets.
7. With the exception of when printer trouble occurs due to lack of paper
and a technician is dispatched, which is a chargeable site visit, if
printer is not working for any other reason, it is considered a major
repair.
5.4.3 Alarm Annunciator Requirements: Contractor agrees to provide and install
an alarm annunciator device in each PSAP where maintenance is provided.
The device shall be audible and visual and be located in the PSAP center
where E 9-1-1 personnel can be notified of major, minor and warning notices
of real-time or possible Equipment failures. Such device shall also provide
an audible and visual alarm notice of the Enhanced 9-1-1 Telephone System
when interconnected equipment, such as Computer Aided Dispatch (CAD)
system, logging recorder, UPS, generator, or electrical power surge has
affected the Equipment.
5.4.4 After Hour Coverage. Emergency. and Contractor's Rewired Response
Specifications: Whenever major repairs occur as indicated in Section 5.4.2,
Contractor does not commence repairs within two (2) hours after notification,
County shall have the right, but not the obligation, at any time thereafter to
notify Contractor of such nonperformance and, if emergency repairs shall not
have commenced within one (1) hour from the time Contractor's technician
arrives on site, then County shall have the right to call In any qualified
service organization to perform the necessary repairs and Contractor will be
responsible for the payment of such emergency service. Any emergency
repairs undertaken in accordance with this Subsection shall not affect any
warranty or service contract or any other commitment undertaken hereunder.
Contractor shall at all times provide County a current escalation list of
management and contract numbers.
-20. e91 !agreement, 060702
•
5.4.5 Responsibility to Inform County Staff of Repair Status: Contractor may utilize
a single, toll free service dispatch number. The dispatcher shall then contact
the authorized service station or certified technician. The service station
shall be responsible for repair of the Telephone System and for keeping
County fully informed of progress, irrespective of whether repairs are made
at the service station, factory or other authorized location. If a major outage
occurs, Contractor shall provide County's Contract Administrator a written
report within two (2) weeks of County's written request that explains the
reason for the outage, steps taken to correct the problem(s) and what future
resolutions will be taken to avoid repeat problem(s). County's written request
required by this section shall be delivered to the Contractor's Regional
Center or a location otherwise designated by Contractor.
5.4.6 Outage Determined to be Fault of Other Company or Local Exchange
Carrier: If any System malfunction is determined by Contractor to be the
fault of any other company, Contractor will notify County of said company so
that County can request appropriate repairs or alterations.
5.4.7 Equipment Failure: If any Equipment malfunction is determined by the
Parties to be the fault of any other company that Is not controlled by
Contractor, County will notify such company and request appropriate repairs
and alterations. If It is determined by the Parties that the Equipment
malfunction Is associated with Contractor's installation work or Equipment,
Contractor shall pay all costs of the service call.
5,4.8 Preventatiye Maintenance Requirements: Contractor shall perform
preventative maintenance tests, as specified by the manufacturers' standard
procedures, for the Enhanced 9-1-1 in each Primary and Secondary PSAP
and Back-up Centers, Upon the County's written request to Contractor, an
annual summary of the operation of trunks and network facilities, as well as
station troubles shall be provided to the Contract Administrator or Contract
Administrator's designee in the form of a Written Maintenance Report.
5.4.9 Reauirrments for Audit Reports:
Annual Report: Contractor shall perform an on -going preventative
maintenance plan as described by the Equipment manufacturers'
recommendations and any other related or peripheral equipment covered by
this Agreement. Findings shall be reported in the form of a Annual Written
Maintenance Report provided to the Contract Administrator within thirty (30)
days upon County's written request.
-21- e91 lagreement, 060702
Telephone System Hardware and Software Inventory Report: Contractor
shall provide the County, one copy of an up-to-date overall Enhanced 9-1-1
Telephone System Inventory of hardware and software when any changes
are made. A copy of other records maintained by Contractor that defines
the Telephone System hardware configuration shall be provided upon
request. Such records may include the correlation of station, line and
answering position numbers to printed circuit card modules and their slot
location within the Enhanced 9-1-1 Telephone System.
5.4.10 Contractor's Responsibility to Correct Work Areas as Originally Found:
Upon completion of any installations, upgrades, modifications or repairs,
Contractor shall reconnect any utilities, Equipment or appliances removed
by Contractor in the course of work, and replace all furniture, etc. moved by
Contractor for the performance of the work. Debris and rubbish created by
Contractor shall be removed by Contractor and the premises left clean.
Contractor shall be responsible for and shall remedy, satisfactory to County
or any other owner, damages to tangible, physical property caused by its
technicians, suppliers or subcontractors.
5.5 ACCESS:
County and the Cities agrees to permit and arrange full access to the premises
necessary for Contractor's technicians to perform the services set forth In this
Agreement and will make available a reasonable amount of secured space for
storage by Contractor of repair parts as necessary.
5.6 EXCLUSION: Notwithstanding the provisions of Article 5, County shall be required
to pay Contractor the relevant sums listed In Exhibit A of this Agreement for
maintenance arising out of (1) County or third party negligence or abuse; (2)
accident, theft or unexplained loss; (3) connection of the Equipment by County or
a third party to foreign electrical source; (4) fire, water, wind storms, lightning, act
of God or public enemy (with the exception of Contractor's responsibilities outlined
in Section 4.6); (5) County's failure to provide a suitable operating environment per
manufacturer's specifications (including isolated ground, dedicated electric source,
circuit and power, air conditioning, humidity, heat and security); (6) failures or
changes required and resulting from a local exchange company, interexchange
carrier, power companies, signal carriers and other transmission providers; and (7)
hardware additions that exceed software capacity, unauthorized attachments or
modifications, or improper wiring, grounding, installation, repair or alteration of
Equipment by anyone other than Contractor (with the exception of work performed
by a third party pursuant to Section 5.4.4).
5.7 BRQWARD SHERIFF PSAP/FIRE RESCUE SECONDARY PSAP BACK -ROOM
EQUIPMENT: Contractor agrees to provide a best effort to maintain or provide a
solution to duplicate the special equipment that controls the recording capabilities
for the outdial lines, ringing devices and drop off ALI information.
-22- e91(agreement, 060702
•
ARTICLE 6
EQUIPMENT QELIVERABLES
6.1 Exhibits "B," "F," and "H" attached hereto identifies all Equipment that County may
exercise their right to purchase and Install.
6.2 ENHANCED 9-1-1 TELEPHONE SYSTEM QPTIONS:
Contractor agrees to provide and install Enhanced 9-1-1 Telephone System
Equipment options as described in Exhibits "F," and "H" selected by County
consistent with this Agreement.
6.3 If Contractor's Equipment or work is rejected by the Contract Administrator or
his/her designee, Contractor must immediately begin to restore the original System
to it's fully operational state and correct or remove the Equipment that does not
meet the user's needs or that adversely affects the user's operations. Failure of the
Contractor to correct the problem within five (5) business days, will allow the
Contract Administrator to either accept the Equipment or labor or the County will
cease use of the Equipment and return it to the Contractor for full credit for the cost
of labor and Equipment. Any installed Equipment shall be disconnected and
removed by Contractor from the original installation site at the cost and expense of
Contractor. Contractor shall use its best efforts to return the site to its original
condition.
6.4 Based upon the critical nature of the new Equipment, should the new Equipment fail
to work properly, County reserves the right to request that the Equipment
manufacturer be brought to County's location to provide technical support for
Contractor, if necessary, and at no cost to County.
ARTICLE 7
REPLACEMENT AND UPGRADE/ENHANCE SYSTEM PROJECT(S)
- GENERAL REQUIREMENTS
Contractor agrees to assume full responsibility for (1) the performance of all
Equipment to be delivered to the County and City PSAPs in accordance with the
manufacturers' specifications, and (2) the performance of all services to be rendered to the
County and City PSAPs.
-23- e9t tagreement, 060702
7.1 SITE CONDITIONS:
Contractor has informed Itself of the construction and labor conditions under which
the work is to be performed and has inspected the sites and has read and Is
reasonably familiar with this Agreement and its exhibits, the documentation and
plans provided by County prior to the execution of this Agreement for the buildings
in which the work is to be performed. Failure to have read and become
reasonably familiar with said documents, plans and specifications shall not
relieve Contractor of its obligations to furnish all necessary Equipment and
labor necessary to carry out Contractor's obligation under this Agreement and
to complete the work for the consideration set forth herein.
To the best knowledge of County, thls Agreement does not include work with, or any
area containing, any asbestos or other hazardous substances. Should asbestos or
other hazardous substance be found in an area where Contractor is performing
work, Contractor shall have the option to cease work immediately pending removal
and/or remediation of the hazardous material and will not be penalized for any
delays resulting therefrom.
Contractor shall at all times make its best efforts to conduct its work so as to ensure
the least possible obstruction to County and the least inconvenience to the vicinity
of the work site and to ensure the protection of persons and property.
7.2 PROJECT DOCUMENTATION:
Contractor shall establish and maintain complete Project and Equipment
documentation, including installation Instructions, if appropriate, and shall deliver
same to County throughout the course of this Agreement. All documentation shall,
upon request, be made available to County's Contract Administrator, or designee
at any time during this Agreement. Contractor shall execute any and all documents
needed or requested by County to protect County's right, title or interest in the
project documentation and in any other records.
7.3 PROJECT SCHEDULE REQUIREMENTS:
As set forth in Article 3, Contractor shall develop a mutually acceptable Project
Schedule (developed in Microsoft Project version'98 or higher) which schedule shall
set forth, among other things (I) selected activities, tasks and sub -tasks and
deliverables required of each party, including all dates by which the responsible
party must complete such activity, (ii) the milestones and the agreed upon date for
completion of each milestone; and (ill) the date for System Acceptance. The Project
Schedule shall be in the form of a progress chart of suitable scale to indicate
appropriately the percentage of work scheduled for completion at any time. Each
party represents that It will undertake in good faith to establish the Project Schedule
promptly and that the number of days established therein will be reasonable as to
_24_ e91'agreement, O60702
each activity. Contractor understands that County intends to rely upon such
schedule and that time is of the essence of this Agreement.
7.4 County shall provide the Contractor with a Notice to Proceed and purchase order
specific for each Project, Contractor shall provide semi-monthly progress reports to
County indicating the status of the work and any significant problems encountered,
an explanation of the proposed solutions and an updated progress chart.
7,5 SYSTEM ACCEPTANCETTSTING:
Upon completion of each PSAP Project's System cut -over, Contractor and County
will conduct acceptance tests as specified in Attachment 2 - Acceptance Test Plans
of Exhibit "E" - Statement of Work. All test results will be compiled by Contractor
and submitted to County, in writing. All testing will be monitored by County.
7.5.1 On -site inspections shall be performed as described in Section 7.6 below.
7.5.2 The content of all Acceptance Test Plans will be agreed upon and
considered final upon execution of this Agreement. No changes will be
allowed unless agreed to by both Parties in writing.
7.6 ON -SITE INSPECTIONS:
7.6.1 The purpose of these inspections is to verify completion of each PSAP site's
Enhanced 9-1-1 Telephone System Equipment installation and to verify that
the installation has been accomplished in accordance with this Agreement.
7.6.2 Installation of Equipment will be inspected in relation to detailed compliance
with Exhibit "E" - Statement of Work specifications for each site.
7.6.3 Installed Equipment will be inventoried against the Detailed Equipment List
and System Pricing (Exhibits "F" or "H") for each System.
7.6.4 The overall installation performed as part of System Installation shall be
Inspected in accordance with industry standards and practices and
Contractor's installation standards and to the County's satisfaction.
7.7 SYSTEM ACCEPTANCE TEST �RlTERIA:
7.7.1 Following successful completion of all Acceptance Tests as outlined In
Attachment 2 - Acceptance Test Plans of Exhibit "E" - Statement of Work,
If1:lit:Itltrg1SiNtr3YttHtM11Ii1irile bllblitli'Ct±enfilliiThlirtyll(303 I my listettnilttliTett111111111111111111111111
under full operational capacity without a major system failure.
-25- e911agreemenl, 060702
7.7,2 System Acceptance for System_RepI enent Projects: During the Thirty
(30) day Acceptance Test, no major system failure may occur. In the event
of a major failure, the fault shall be corrected within three (3) calendar days
and a new Thirty (30) day Acceptance Test period will begin. If the Thirty
(30) day Acceptance Test cannot be successfully accomplished within One
Hundred and Twenty (120) calendar days, beginning on day (1) of the
original start date of the Acceptance Testing, Contractor may be deemed in
default and County may enforce the provisions of the performance and
payment guaranty bond at the option of County.
7.7.3 System Acceptance forSystemlQpgrade Projects: During the Thirty (30) day
Acceptance Test, no major system failure may occur. in the event of a major
failure, the fault shall be corrected within three (3) calendar days and a new
Thirty (30) day Acceptance Test period will begin. If the Thirty (30) day
Acceptance Test cannot be successfully accomplished within Sixty (60)
calendar days, beginning on day (1) of the original start date of the
Acceptance Testing, Contractor may be deemed in default and County may
enforce the provisions of the performance and payment guaranty bond at the
option of County.
7,7.4 Minor and major system failures are as defined in Sections 5.4.1 and 5.4.2.
7.7.5 During the Thirty (30) day Acceptance Test, County may operate the System
in any mode desired and perform any operational, control or modification
functions within the normal operational limits of the system.
ARTICLE 8
ADDITIONAL SERVICES OR CHANGES IN SCOPt, QF WORK
8.1 County may request changes that would Increase, decrease, or otherwise modify
the Equipment and Software to be provided or services to be performed under this
Agreement. Such changes must be made in accordance with the provisions of the
Broward County Procurement Code and must be contained in a written amendment
executed by the Parties hereto prior to' any deviation from the terms of this
Agreement, including the initiation of any additional services or provision of addition
or substitution of Equipment and Software. Such additional matters shall be
considered part of the deliverable for which they are performed. County shall
compensate Contractor for any additional services that will be negotiated between
the Parties. The Equipment and Software product line that may be purchased
throughout the term of this Agreement when enhancements or upgrades are
necessary to support the PSAPs and Secondary PSAPs and Back-up Centers are
identified in Exhibit "B" - Post-Cutover Equipment/Parts List. Additional Equipment
or services requested by County shall include both purchase and installation costs.
-26- e91(agreement, 060702
8.2 In the event a dispute between the Contract Administrator and Contractor arises
over whether requested services or Equipment are additional to those to be
provided pursuant to this Agreement and such dispute cannot be resolved by the
Contract Administrator and Contractor, such dispute shall be facilitated in
accordance with Article 16 herein. Any resolution in favor of Contractor shall be set
forth In a written document in accordance with Section 8.1 above.
8.3 County's Purchasing Director or such other proper authority shall have the authority
to approve, award and execute all documents or other instruments required to
effectuate changes, modifications or additional service contemplated by Sections
8.1, 8.2 and 8.11, so long as the then total financial obligation of County for such
additional items does not exceed the Purchasing Director's allowed amount. Any
change, modification or additional service that causes the total financial obligation
of County for such additional items to exceed the amount of authority of those noted
above shall be presented to the Board for its approval.
8.4 Where both Parties mutually agree, minor changes In work execution may be done,
providing the Change Orders involve no change In the Contract Price or the
Contract Time.
8.5 VALUE OF CHANGE ORDER WORK:
The value of any work covered by•a Change Order or of any claim for an Increase
or decrease In the Contract Price shall be determined in one of the following ways:
8.5.1 Where the work involved is covered by unit prices contained in the
Agreement Documents, by application of unit prices to the quantities of items
involved.
8.5.2 By mutual acceptance of a lump sum which Contractor and County
acknowledge contains a component for overhead and profit.
8.6 The amount of credit to be allowed by Contractor to County for any such change
which results In a net decrease in cost, will be the amount of the actual net
decrease. When both additions and credits are Involved in any one change, the
combined overhead and profit shall be figured on the basis of the net increase, if
any, however, Contractor shall not be entitled to claim lost profits for any Work not
performed.
8.7 Whenever a change In the Work is to be based on mutual acceptance of a lump
sum, whether the amount is an addition, credit or no change -in -cost, Contractor
shall submit an initial cost estimate acceptable to Contract Administrator.
8.7.1 The initial cost estimate shall list the quantities and unit prices for materials,
labor, equipment and other items of cost.
-27- e9I 1agreement, 060702
8.7.2 Whenever a change involves Contractor and one or more Subcontractors
and the change is an increase in the Contract Price, overhead and profit
percentage for Contractor and each Subcontractor shall be Itemized
separately.
8.8 Each Change Order must state within the body of the Change Order whether it is
based upon unit price or negotiated lump sum.
8.9 NOTIFICATION OF CHANGE OF CONTRACT TIME OR CONT_RACT PRICE:
Any claim for a change in the Contract Time or Contract Price shall be made in
written notice delivered by Contractor to the Contract Administrator within seven (7)
calendar days of Contractor's Project Manager's actual knowledge of the event
giving rise to the claim and stating the general nature of the claim. Notice of the
nature and elements of the claim shall be delivered within twenty (20) calendar days
after the date of such written notice. Thereafter, within twenty (20) calendar days
of the termination of the event giving rise to the claim, notice of the extent of the
claim with supporting data shall be delivered unless Contract Administrator allows
an additional period of time to ascertain more accurate data in support of the claim
and shall be accompanied by Contractor's written statement that the adjustment
claimed is the entire adjustment to which the Contractor has reason to believe It is
entitled as a result of the occurrence of this event. NO CLAIM FOR AN
ADJUSTMENT IN THE CONTRACT TIME OR CONTRACT PRICE, WITH THE
EXCEPTION OF CHANGES PROMPTED BY FACTORS OUTLINED IN SECTION
17.28 OF THIS AGREEMENT, WILL BE VALID IF NOT SUBMITTED IN STRICT
ACCORDANCE WITH THE REQUIREMENTS OF THIS SECTION.
8.10 The Contract Time will be extended in an amount equal to time lost due to delays
beyond the control of and through no fault or negligence of Contractor If a claim is
made as provided in this Section. Such delays shall include, but not be limited to,
acts or neglect by any separate contractor employed by County, fires, floods, labor
disputes, epidemics, abnormal weather conditions or acts of God.
8.11 Phase ILReauirements:
8.11.1 The Federal Communications Commission (FCC), in response to
increasing demands for Improvement in the delivery of emergency
services to wireless telephone subscribers, has mandated that
wireless communications services implement the technology
necessary to accurately locate wireless 9-1-1 callers. The FCC
promulgated standards set forth in FCC Docket 94-102 further specify
the time frames within which location technology must be made
available.
-28- e9 ! !agreement, 060702
8.11.2 The Parties agree that Contractor shall utilize its best efforts to
provide Phase ll options in accordance with FCC's mandate and to
County's satisfaction. The Parties, prior to implementation, shall meet
to discuss possible location technology options that satisfy the needs
and desires of County Including products, project schedules, activities
required of each Party, and milestones.
8.11.3 Should County not approve Contractors proposed location technology
solutions, County may, without penalty, procure the technology
through its normal procurement process. Notwithstanding, Contractor
shall continue to operate pursuant to this Master Service Agreement.
Any product or system information held by Contractor regarding
County's system shall be made available to County's chosen location
technology vendor, at no additional costs.
8.11.4 Should County choose a location technology vendor other than
Contractor, and the vendor's location technology prevents
Contractor's performance under this Agreement, the Parties agree
that Contractor shall perform under this Agreement until the vendor
performs a cutover of the location technology which prevents
Contractor's performance. During such winding down period, County
shall continue to agreed compensation and, upon termination, shall
compensate Contractor the following percentage of the then current
annual maintenance costs for each remaining contract term as
indicated in Section 15.4 of this Agreement.
ARTICLE 9
TERMS OF PAYMENT
9.1 County agrees to pay Contractor for maintenance services, Equipment and Labor
provided by Contractor as described below:
9.1.1 Annual Maintenance Costs: Maintenance costs shall be as described in
Exhibit "0" - Annual Maintenance of Public Safety Answering Point
Equipment. The annual maintenance cost, as described In Exhibit "D" is
subject to change when a PSAP's System is changed to a Positron IAP Plus
system.
9.1.2 Equioment and Installation Costs: $1,761,673.90
As described in Exhibits "F" and "H," the Enhanced 9-1-1 Telephone System
Agreement will allow the County to exercise the Project options which are as
follows:
-29- e9I lagreement, 060702
PSAP Location
Equipment and Installation Cost
Replacement
System Cost
Upgrade/
Enhance System Cost
Broward Back-up Center
$454,799.32
Broward Sheriff/Fire Rescue
PSAP
$613,113.12
Coconut Creek PSAP
$22,936.96
Coral Springs PSAP
$213,444.14
Deerfield Beach Secondary PSAP
$145,684.42
Fort Lauderdale PSAP
$15,224.74
Hollywood PSAP
$38,011.71
South Broward Back-up Center
$175,395.72
Margate PSAP
$34,744.03
Oakland Park PSAP
$20,808.19
Pompano Beach PSAP
$27,511.71
Sub -Totals:
$1,602,436.60
$159,237.34
Total of Projects:
$1,761,673.90
The detailed equipment list and prices provided by Contractor to arrive at
these payment amounts are contained in Exhibits "F" and "H."
Contractor agrees that if the equipment manufacturer waives the site visit
fee, Contractor will not charge County.
County shall so notify Contractor in writing with a Notice to Proceed for each
PSAP Project and an associated purchase order before the end of the option
Term. If the Contract Administrator exercises any such option(s), the
Director of County's Purchasing Division shall have the authority to issue
purchasing document(s) to effectuate the acquisition of the Enhanced 9-1-1
Telephone System option. The authority of the Director of the Purchasing
Division, hereunder, shall not exceed the total dollar amount for such
selected Enhanced 9-1-1 Telephone System and in no event, shall the
authority given the Director of the Purchasing Division hereunder exceed the
allowed procurement amount. County may exercise its options at any time
during the life of the Agreement.
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9.1.3 Rebate Cost for County Purchased Spare Parts: $65,949,14
Contractor agrees to rebate County the cost of spare parts that were
purchased by County for the City of Hollywood and Margate PSAPs.
9.2 METHOD OF BILLING AND PAYMENT:
9.2.1 Contractor may submit invoices for compensation for the purchase and
installation of Equipment no more often than on a monthly basis, but only
after services for which the invoices are submitted have been completed. All
invoices will be submitted via Contractor's master bill for network services.
The final invoice must be received no later than sixty (60) days after this
Agreement expires. Invoices shall designate the corresponding service
orders, maintenance tickets, and purchase order numbers. Maintenance
cost for the system shall be Included with the Contractor's monthly bill —
Broward County BellSouth Business master invoice for network services.
9.2.2 County shall pay Contractor within thirty (30) calendar days of receipt of
Contractor's proper statement, as required by the "Broward County Prompt
Payment Ordinance" (Broward County Ordinance No. 89-49, as may be
amended from time to time). To be deemed proper, all invoices must comply
with the requirements set forth in this Agreement and must be submitted on
the form and pursuant to instructions prescribed by the Contract
Administrator. Payment for a specific service may be withheld for failure of
Contractor to comply with a term, condition, or requirement of this Agreement
if such failure affected that specific service.
9.3 County agrees to pay Contractor for Equipment, Software and services provided by
Contractor under this Agreement.
9.3.1 Milestone 1: Receipt of Equipment in its permanent location. Contractor
shall notify County on a System -by -System basis as to when Equipment is
received.
Payment amount: Fifty Percent (50%) of amount due Contractor for each
Project. •
9.3.2 Milestone 2: System Acceptance in accordance with Article 7.7.
Payment amount: Fifty Percent (50%) of total amount due Contractor for
each System.
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9.4 Notwithstanding any provision of this Agreement to the contrary, County may
withhold, in whole or In part, payment to the extent necessary to protect itself from
loss on account of inadequate or defective work which has not been remedied or
resolved in a manner satisfactory to the Contract Administrator. The amount
withheld shall not be subject to payment of interest by County.
9.5 Payment shall be made to Contractor at:
BellSouth Telecommunications, Inc.
P.O. Box 33009
Charlotte, NC 28243-0001
ARTICLE 10
SOFTWARE LICENSE
10 SOFTWARE LICENSE:
10.1 COUNTY'S OBLIGATIONS REGARDING THE SOFTWARE:
Upon assignment of the software licenses by Contractor to County, County
unconditionally assumes all of the obligations under these licenses.
10.2 JOINT OBLIGATIONS:
Both Parties perform such further acts as are required to effectuate the
assignment of the licenses as above contemplated.
10.3 CONTJACTOR'S WARRANTY AND MAINTENANCE OBLIGATIONS
UNAFFECTED DY ASSIGNMENT OF LICENSES:
Nothing contained in this Section 10.3 shall lessen or relieve Contractor from
its responsibilities and obligations to provide maintenance pursuant to Article
5, "Maintenance - General Requirements," including, but not limited to,
providing maintenance for the licensed Software and the payment of any and
all costs for such license maintenance, or others as may be required.
10.4 Unless stated otherwise In an Exhibit, Contractor grants County, for third -
party software, a non-exclusive license for the useful life of the related
System to use said software (including related documentation) solely to
maintain and operate the related System, providing County (a) does not
allow any aspect of the Software to be disclosed to a third party without
Contractor's written consent and makes reasonable efforts to ensure that its
employees are aware of this obligation, (b) uses the related System solely
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•
for County's internal business purposes, (c) does not copy any of the
Software without Contractor's consent and does not attempt to develop any
source code from the Software, and (d) returns to Contractor or erases or
destroys any software on any media being recycled or discarded and so
certifies to Contractor. County may only transfer the right to use the
Software to any end user who subsequently acquires the right to use the
related System, agrees to be bound by the terms of this license and agrees
to pay any applicable fees.
10.5 The Contract Administrator reserves the right to amend this Section to
accommodate changes within this Agreement. Additionally, an exception
to this right will apply should County add any new Enhanced 9-1-1
Telephone Systems to this Agreement or upgrade any other Enhanced 9-1-1
System whereby a new Software release level Is necessary to enhance or
upgrade the System.
ARTICLE 11
INDEMN[FICATION OF COUNTY
11.1 INDEMij1FCATION OF COUNTY:
Subject to the limitations of Contractor's liability as specified in BellSouth's General
Subscriber Service Tariff section A24 and Fla. Stat. § 365.171(14), Contractor shall
at all times hereafter indemnify, hold harmless and, at the CountyAttomey's option,
defend or pay for an attorney selected by the County Attorney to defend County, as
the case may be, their respective officers, agents, servants, and employees against
any and all claims, losses, liabilities, and expenditures of any kind, including
reasonable attorney fees, court costs, and expenses, arising from injuries, death or
damages sustained by person or property that were caused by negligent act or
omission of Contractor, its employees, agents, servants, or officers. The provisions
of this section shall survive the expiration or earlier termination of this Agreement.
To the extent considered necessary by the Contract Administrator and County
Attorney, any sums due Contractor under this Agreement may be retained by
County until all of County's claims for indemnification pursuant to this Agreement
have been 'settled or otherwise resolved; and any amount withheld shall not be
subject to payment of interest by County.
11.2 PATENT INDEMNIFICATION:
Contractor shall defend and indemnify County against any third party claims or
suits brought against County to the extent they are based upon a claim that a
conforming use of the system constitutes an infringement of any patent,
copyright or other intellectual property right of such third party. A condition
precedent to Contractor's obligation stated above shall be that County shall have
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fully complied with the requirements of this Agreement with respect to retention
of assignment of, and/or sublicense of the right to use the Software. Contractor
shall pay costs, damages, and attorneys' fees to the extent provided for in
Section 11.1 in any such suit. County gives Contractor, or its equipment
supplier(s), the right to defend and settle any suit against County with the
reasonable consultation and input of County, and with County's reasonable
consent, at Contractor's request, County is available to cooperate and assist in
the defense, This indemnity does not extend to (i) any suit or proceeding which
is based upon a patent claim covering any combination of Equipment and/or
Software In which the new Equipment is solely an element and such element
does not form a basis for the claim or (11) any item furnished by County. Should
the System become subject to a claim of infringement, Contractor may, at its
expense or option: (i) procure for County the right to continue uninterrupted
County's use of the affected Equipment, Software, or services; or (II) replace or
modify the same so that it becomes non -infringing; or (iii) refund to the County
the depreciated value of the affected items, based on a seven (7) year straight
line depreciation schedule, on the date of any injunction, if applicable, in which
case County shall return the affected Items to Contractor.
ARTICLE 12
WARRANTIES
12.1 GENERAL WARRANTIES:
Contractor warrants the Equipment to be free from defects in material and quality
of production for a period of twelve (12) months from the date of System
Acceptance. All Equipment or parts thereof will be replaced with new Equipment
free of charge for the full warranty period and the labor to replace defective parts
will be provided. In the event of a defect, malfunction, improper design or
engineering, or failure to conform to functional specifications as stated in this
Agreement, Contractor, at its option, will either make repairs, provide redesign
and/or engineering and reinstallation or replacement of Equipment and/or Software
or replace the Enhanced 9-1-1 Telephone System and Equipment or refund the
purchase price thereof. This warranty extends only to individual products. Batteries
are excluded, but, carry their own separate, limited warranty. Each Enhanced 9-1-1
Telephone System and Equipment are unique and, following System Acceptance,
Contractor disclaims liability for operation of the system when caused by external
factors, which are not caused by or within Contractor's reasonable control and which
are not a result of the malfunction of the Equipment.
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12.2 TERM OF WARRANTY:
Proper operation of the Equipment and Software purchased from Contractor
through this Agreement will be the responsibility of Contractor for up to one (1) year
from date of System Acceptance. Contractor will make whatever effort is
reasonably required to ensure that the Equipment and Software operates in
accordance with the manufacturer's specifications. Further, Contractor agrees that
any add -on Equipment purchased will be with a warranty to expire concurrently with
the expiration of the then -current warranty or maintenance term of the Enhanced
9-1-1 Telephone System.
ARTICLE 13
COUNTY'S CONTRACT ADMINISTRATOR AND PROJECT MANAGER
The Director of the Broward County Telecommunications Division shall be
designated as the Contract Administrator and shall appoint a Project Manager for this
Agreement. County's Project Manager is hereby designated to represent the Contract
Administrator for all Project activities and shall be responsible for the review and evaluation
of the Contractor's performance and the coordination with County personnel, Equipment
and facilities in connection with the performance of Contractor's work under this
Agreement.
ARTICLE 14
INSURANCE
14.1 Contractor shall, as a minimum, provide, pay for, and maintain In force at all times
during the term of this Agreement (unless otherwise provided), the Insurance
coverages set forth in Section 14.3, 14.4, and 14.5, in accordance with the terms
and conditions required by this Article.
14.2 Such policy or policies shall be issued by approved companies authorized to do
business In the State of Florida, and having agents upon whom service of process
may be made in Broward County, Florida. Contractor shall specifically protect
County and the Board of County Commissioners by naming County and the
Broward County Board of County Commissioners as additional insured under the
Commercial General Liability policy only.
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14.3 COMMERCIAL GENERAL LIABILITY INSURANCE:
A Commercial General Liability Insurance policy shall contain minimum limits of Five
Hundred Thousand Dollars ($500,000.00) per occurrence combined single limit for
bodily injury liability and property damage liability. Coverage must be afforded on
a form no more restrictive than the latest edition of the Commercial General Liability
policy, without restrictive endorsements, as filed by the insurance Service Office,
and must include:
Premises and/or Operations.
Independent Contractors.
Products and/or Completed Operations for contracts.
Broad Form Contractual Coverage
Personal Injury Coverage with Employee and Contractual Exclusions
removed, with minimum limits of coverage equal to those required for Bodily
Injury Liability and Property Damage Liability.
14.4 BUSINESS_ At.T_Q t4OBILE LIABILITY:
Business Automobile Liability with minimum limits of Three Hundred Thousand
Dollars ($300,000.00) per occurrence, combined single limit for Bodily Injury Liability
and Property Damage Liability. Coverage must be afforded on a form no more
restrictive than the latest edition of the Business Automobile Liability policy, without
restrict endorsements, as filed by the Insurance Services Office, and must include:
Owned Vehicles.
Hired and Non -Owned Vehicles.
14.5 WORKERS' COMPENSATION INSURANCE:
Workers' Compensation insurance to apply for all employees In compliance with the
"Workers' Compensation Law" of the State of Florida and all applicable federal laws.
In addition, the policy(s) must include:
Employer's Liability with a limit of One Hundred Thousand Dollars
11.1;1a11(1 il001000100)tfle1`;iettfliatt✓i'tiellt]1l111111111iG111111111 111111111111M1111111113011aaAliil1111111111111lilllillll
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•
If any operations are to be undertaken on or about navigable waters,
coverage must be Included for the U.S. Longshoremen & Harbor Workers
Act and Jones Act.
14.6 Contractor shall furnish to the Contract Administrator Certificates of Insurance
evidencing the insurance coverages specified by this Article prior to beginning
performance of work under this Agreement.
14.7 Coverage is not to cease and is to remain in force (subject to cancellation notice)
' until all performance required of Contractor is completed. If any of the insurance
coverages will expire prior to the completion of the work, copies of renewal policies
shall be furnished at least thirty (30) days prior to the date of their expiration.
14.8 County agrees that Contractor may self -Insure for all or any of the coverages
outlined in Section 14. Contractor shall provide evidence of self-insurance upon
County's request.
ARTICLE 1S
TERMINATION
15.1 This Agreement may be terminated for cause by action of the Board or by
Contractor if breach has not been corrected within ninety (90) days after written
notice from the aggrieved party identifying the breach, or for convenience by action
of the Board upon not less than ninety (90) days' written notice by the Contract
Administrator. This Agreement may also be terminated upon such notice as the
Contract Administrator deems appropriate under the circumstances in the event the
Contract Administrator determines that termination is necessary to protect the public
health, safety, or welfare.
15.2 Termination of this Agreement for cause shall include, but not be limited to, failure
to suitably perform the work, failure to continuously perform the work In a manner
calculated to meet or accomplish the objectives of County as set forth in this
Agreement, or multiple breach of the provisions of this Agreement notwithstanding
whether any such breach was previously waived or cured.
15.3 Notice of termination shall be provided in accordance with the"NOTICES" section
of this Agreement except that notice of termination by the Contract Administrator
which the Contract Administrator deems necessary to protect the public health,
safety, or welfare may be verbal notice which shall be promptly confirmed in writing
In accordance with the "NOTICES" section of this Agreement.
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15.4 TERMINATION FOR CONVENIENCE:
In the event this Agreement Is terminated for convenience Contractor shall be paid
for any services performed to the date this Agreement is terminated; however, upon
being notified of County's election to terminate, Contractor shall refrain from
performing further services or incurring additional expenses under the terms of this
Agreement. Contractor acknowledges and agrees that Ten Dollars ($10.00) of the
compensation to be paid by County, the adequacy of which is hereby acknowledged
by Contractor, is given as specific consideration to Contractor for County's right to
terminate this Agreement for convenience.
15.4.1 In the event that all or any part of service is terminated at County's request
prior to expiration of Agreement, County shall compensate Contractor the following
percentage of the then current annual maintenance costs for each remaining
contract term:
90% during year 1 = $410,832*
60% during year 2 = $273,888*
30% during year 3 = $136,944*
10% during year 4 = $ 45,648*
0% during year 5 = $ 0
* Projected amount based on current annual maintenance costs.
ARTICLE 16
RESOLUTION OF DISPUTES
16.1 To provide a means of resolving disputes, and lessening the likelihood of litigation,
it is agreed by the Parties hereto that all questions, claims, difficulties and disputes
of whatever nature which may arise relative to the provisions of this Agreement will
first be submitted in writing to County's Contract Administrator and the designated
representative of Contractor who will meet and confer in good faith In an effort to
resolve the matter. Such claims, questions, difficulties and disputes shall be
submitted to the referenced individuals in writing within ten (10) County work days
after the issues arises. In the event the individuals are unable to satisfactorily
resolve the issues, the matter shall be presented to County's Selection/Negotiation
Committee established for this Project as soon as practicable. The Committee's
decision shall be final. Notwithstanding this Section, the Parties shall retain all their
legal rights and remedies provided in law or equity.
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16.2 During the pendency of any genuine dispute arising pursuant to this Agreement,
and after a determination thereof, Contractor and County shall act In good faith to
reasonably mitigate any potential damages or delays in the Project referenced in
this Agreement.
ARTICLE 17
MISCELLANEOUS
17.1 OWNERSHIP OFJJOCUMENTS:
Any and all reports, photographs, surveys, and other data and documents provided
or created in connection with this Agreement are and shall remain the property of
County. In the event of termination of this Agreement, any reports, photographs,
surveys, and other data and documents prepared by Contractor, whether finished
or unfinished, shall become the property of County and shall be delivered by
Contractor to the Contract Administrator within seven (7) days of termination of this
Agreement by either party. Any compensation due to Contractor shall be withheld
until all documents are received as provided herein.
17.2 AUDIT RIGHT AND RETENTION OF RECORDS:
County shall have the right, at County's expense, including Contractor time and
resources expended, to audit the books, records, and accounts of Contractor that
are related to this Project. Such audits shall be coordinated through Contractor's
internal auditing group and may not exceed once in a twelve (12) month period.
Contractor shall keep such books, records, and accounts as may be necessary in
order to record complete and correct entries related to the Project.
Contractor shall preserve and make available, a reasonable time for examination
and audit by County, all financial records, supporting documents, statistical records,
and any other documents pertinent to this Agreement 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 after termination of this Agreement. If any audit has been initiated and audit
findings have not been resolved at the end of the retention period or three (3) years,
whichever is longer, the books, records, and accounts shall be retained until
resolution of the audit findings. If the Florida Public Records Act is determined by
County to be applicable to Contractor's records, Contractor shall comply with all
requirements thereof, however, no confidentiality or non -disclosure requirement of
either federal or state law shall be violated by Contractor. If County discovers an
incomplete or incorrect entry in such books, records and accounts that resulted in
an overpayment by County, County shall notify Contractor and Contractor shall
refund to County the amount of the overpayment.
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17.3 COORDINATION:
Contractor shall fully cooperate and coordinate the installation of all Systems,
Subsystems, and Equipment with any other contractor that is under contract with
County and with County personnel for work related to, but not included in, this
Agreement. Contractor shall not modify the work of any other contractor or County
staff without the expressed, written consent of County's Contractor Administrator.
Any delays to Contractor's ability to perform work which are due to coordination and
cooperation with other contractors or County personnel shall be subject to the Force
Majeure provision of this Agreement.
17.4 NON DISCRIMINATION. EQUAL OPPORTUNITY and AMERICAN WITH
DISABILITIES ACT:
The Division of Equal Employment and Small Business Opportunity (DEESBO)
encourages Contractor to utilize Broward County's Certified Small Disadvantaged
Business Employer (SDBE) firms when possible. Contractor shall not 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. Contractor
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,
Contractor 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.
Contractor'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 (Broward County Code Chapter 16 Y2), 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.
Contractor shall not engage in or commit any discriminatory practice in violation of
the Broward County Human Rights Act (Broward County Code, Chapter '16 %) in
performing any services pursuant to this Agreement.
Contractor agrees that one hundred percent (100%) of all electrical work that
Contractor subcontracts will be given to an approved County SDBE-certified
contractor.
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17.5 SUBCONTRACTORS:
17.5.1 In the event that Contractor, during the course of the work under this
Agreement, requires the services of any subcontractors, Contractor must
secure the prior written approval of County's Contract Administrator, which
approval shall not be arbitrarily or unreasonably withheld or delayed. All
subcontractors shall be Licensed, If necessary, to conduct business in
Broward County and the State of Florida. Contractor shall provide
documentation acceptable to County demonstrating each subcontractor's
qualifications, and the number of and qualifications of their personnel
available for work under this Agreement. County reserves the right to
disapprove with reasonable cause any subcontractor or its employees.
17.5.2 Contractor agrees that It is fully responsible to County for the acts and
omissions of its subcontractors on the same basis as it is for the acts and
omissions of persons directly employed by Contractor. Nothing contained
in this Agreement shall create any contractual relationship between any
subcontractor and County, nor any obligation on the part of County to pay,
or to see the payment of, any sums to any subcontractor. Contractor shall
not write any subcontract at variance with this Agreement, and the provisions
of this Agreement applicable to any subcontractor shall be incorporated into
any subcontract.
17.6 ASSIGNMENT AND PERFORMANCE:
Neither this Agreement nor any interest herein shall be assigned, transferred, or
encumbered by either party without the prior written consent of the other Party,
which consent shall not be unreasonably held. Notwithstanding this provision,
Contractor may assign or transfer the Agreement and Contractor's rights to a wholly
owned subsidiary. In addition, Contractor shall not subcontract any portion of the
work required by this Agreement except as authorized herein.
Contractor represents that all persons delivering the services required by this
Agreement have the knowledge and skills, either by training, experience, education,
or a combination thereof, to adequately and competently perform the duties,
obligations, and services set forth In herein and to provide and perform such
services to County's satisfaction for the agreed compensation.
Contractor shall perform Its duties, obligations, and services under this Agreement
in a skillful and respectable manner. The quality of Contractor's performance and
all interim and final product(s) provided to or on behalf of County shall be
comparable to the best local and national standards.
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17.7 AMENDMENTS:
No modifications, amendments, 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 Board and
Contractor.
17.8 PRIOR AGREEMENTS:
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 contracts
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 Section 17.7 above.
17.9 INCORPORATION BY REFERENCE:
The truth and accuracy of each "Whereas" clause set forth above is acknowledged
by the Parties. The attached Exhibits "A," "B," "D," "E," "F," H," "I" and Attachments
1 and 2 are Incorporated into and made a part of this Agreement.
17.10 MULTIPLE ORIGINALS:
This Agreement may be fully executed in four (4) copies by all Parties, each of
which, bearing original signatures, shall have the force and effect of an original
document.
17.11 APPLICABLE LAW and VENUE:
This Agreement shall be interpreted and construed in accordance with and
governed by the laws of the State of Fldrida. Any controversies or legal problems
arising out of this Agreement and any action involving the enforcement or
interpretation of any rights hereunder shall be submitted to the jurisdiction of the
State courts of the Seventeenth Judicial Circuit of Broward County, Florida. By
entering into this Agreement, Contractor and County hereby expressly waive any
rights either party may have to a trial by jury of any civil litigation related to, or
arising out of the Project.
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17.12 NQTICES:
Whenever any party desires to give notice to the other, such notice must be in
writing, sent by certified United States Mail, postage prepaid, retum 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 COUNTY:
Director, Division of Telecommunications
Broward County
115 South Andrews Avenue, Suite 325
Fort Lauderdale, FL 33301
Fax: (954) 357-8518
TO CONTRACTOR:
BellSouth Telecommunications, Inc.
13450 W. Sunrise Boulevard, Suite 600
Sunrise, FL 33323
Fax: (954) 838-1777
17.13 !MATERIALITY AND WAIVER OF BREACH:
County and Contractor 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.
County's 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.
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17.14 PUBLIC ENTITY CRIME STATEMENT:
Contractor represents that the execution of thls Agreement will not violate the Public
Entity Crimes Act (Section 287.133, Florida Statutes), which essentially provides
that a person or affiliate who is a contractor, consultant or other provider and who
has been placed on the convicted vendor list following a conviction for a Public
Entity Crime may not submit a bid on a contract to provide any goods or services
to County, may not submit a bid on a contract with County for the construction or
repair of a public building or public work, may not submit bids on leases of real
property to County, may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with County, and may not transact any
business with County in excess of the threshold amount provided in Section
287.017, Florida Statutes, for category two purchases for a period of 36 months
from the date of being placed on the convicted vendor list. Violation of this section
shall result in termination of this Agreement and recovery of all monies paid hereto,
and may result In debarment from County's competitive procurement activities.
In addition to the foregoing, Contractor further represents that there has been no
determination, based on an audit, that it committed an act defined by Section
287.133, Florida Statutes, as a "public entity crime" and that it has not been formally
charged with committing an act defined as a "public entity crime" regardless of the
amount of money involved or whether Contractor has been placed on the convicted
vendor list.
17.15 INDEPENDENT CONTRACTOR:
Contractor Is an independent Contractor under this Agreement. Services provided
by Contractor pursuant to this Agreement shall be subject to the supervision of the
Contractor. In providing such services, neither Contractor nor its agents shall act
as officers, employees, or agents of County. This Agreement shall not constitute
or make the Parties a partnership or joint venture.
17.16 THIRD PARTY BENEFICIARIES:
Neither Contractor nor County intend 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.
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17.17 COKFLICTS:
Neither Contractor nor its employees shall have or hold any continuing or frequently
recurring employment or contractual relationship that is substantially antagonistic
or incompatible with Contractor's loyal and conscientious exercise of judgement
related to its performance under this Agreement.
Contractor agrees that none of its officers or employees shall, during the term of this
Agreement, serve as an expert witness against County in any legal or administrative
proceeding in which he or she is not a party, unless compelled by court process.
Further, Contractor agrees that such persons shall not give sworn testimony or
issue a report or writing, as an expression of his or her expert opinion, which is
adverse or prejudicial to the interests of County in connection with any such pending
or threatened legal or administrative proceeding. The limitations of this section shall
not preclude Contractor or any other persons from representing themselves in any
action or in any administrative or legal proceeding.
17.18 CONTINGErJCY FEE:
Contractor warrants that is has not employed or retained any company or person,
other than a bona fide employee working solely for Contractor, 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
Contractor, any fee, commission, percentage, gift, or other consideration contingent
upon or resulting from the award of making of this Agreement. For a breach or
violation of this provision, County shall have the right to terminate this Agreement
without liability at its discretion, or to deduct from this Contract's price or otherwise
recover the full amount of such fee, commission, percentage, gift or consideration.
17.19 JOINT PREPARATION:
The Parties acknowledge that they have sought and received whatever competent
advise 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.
17.20 COMPLIANCE WITH LAWS:
Contractor shall comply with ail federal, state, and local laws, codes, ordinances,
rules and regulations in performing its duties, responsibilities and obligations
related to this Agreement.
-45- e9 1 !agreement, 060702
17.21 SEVERANCE:
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 Contractor 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.
17.22 PRIORITY of PROVISIONS:
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 17 of this Agreement shall
prevail and be given effect.
17.23 DRUG -FREE WORKPLACE CERTIFICATION:
It is a requirement of County that It enter into contracts only with firms that certify the
establishment of a drug -free work place in accordance with Chapter 21.31(a) of the
Broward County Procurement Code. Execution of this Agreement by Contractor
shall also serve as Contractor's required certification that it either has or that it will
establish a drug -free work place In accordance with Chapter 21.31(a) of the
Broward County Procurement Code.
17.24 NON-CQLLUSIQN CLAUSE:
By signing this Agreement, Contractor certifies that this Agreement is made
independently and free from collusion. Contractor shall disclose to the best of its
knowledge, any County officer or employee, or any relative of any such officer or
employee as defined in Section 112.3155(1)(c), Florida Statutes (1989), who is an
officer or director of, or has a material Interest in, Contractor's business, who is in
a position to influence this procurement. Any County officer or employee who has
any input or any other activity pertinent to this procurement is presumed for
purposes hereof, to be in a position to influence this procurement. For purposes
hereof, a person has a material Interest if he or she`directly or indirectly owns more
than five percent (5%) of the total assets or capital stock of any business entity, or
if he or she otherwise stands to personally gain If this Agreement is awarded to this
Contractor.
Failure of Contractor to disclose any relationship described herein shall be reason
for termination of this Agreement by County for cause and debarment in accordance
with the provisions of the Broward County Procurement Code.
-46- e91 !agreement, 060702
•
17.25 PERMITS AND LICENSES:
Contractor shall be responsible for obtaining all necessary permits and licenses
required for installation and operation of the Equipment. Contractor shall cooperate
and comply with any inspections required by city, county, and state codes and
ordinances.
17.26 ERRORS OR OMISSIONS:
if Contractor discovers any error or omission in this Agreement, Exhibits "A," "B,"
"D," "E," "F," "H," "I" or Attachments 1 and 2 in the work undertaken and performed
by it, It shall immediately notify County in writing and Contractor shall promptly verify
or correct the work. If, knowing of such error or omission and prior to correction
thereof, Contractor proceeds with any work affected thereby, it shall do so at Its own
risk, and the work so done shall not be considered as work accomplished under this
Agreement unless approved in writing by County.
17.27 RISK OF LOSS:
Risk of Loss for Equipment shall pass to County upon the happening of the
following:
17.27.1 Delivery of Equipment which, under this Agreement, Contractor has
no duty to install:
When the Equipment Is delivered to County's Project Manager or
authorized representative so as to enable County to take actual
delivery of such Equipment.
17.27.2 Equipment which, under this Agreement, Contractor has a duty to
install:
When the Equipment is duly tendered to County's Project Manager or
authorized representative by Contractor after completion of
installation so as to allow System Acceptance by County of the
installed Equipment or when County begins use of Equipment, or •
when Equipment has been placed in its permanent or training
position.
17.27.3 Contractor shall retain the risk of loss for all Equipment that Is
delivered in accordance with Project Schedule, but cannot be
installed, on the condition that County shall provide a secured storage
facility for Contractor to store Equipment.
-47- e9 1 1agreement, 060702
Either party shall be liable for loss or damage to Equipment caused
by negligence of its respective officers, employees, agents or
subcontractors.
17.28 FORCE MAJEURE:
If the performance of this Agreement, or any obligation contained in it, Is prevented,
restricted or interfered with by reason of any of the following:
17.28.1 Delay caused by the acts or omissions of the other party;
17.28.2 Fire, explosion, breakdown of plant, epidemic, hailstorm, hurricane,
tornado, cyclone, flood, power failure, lightning, or water;
17.28.3 War, revolution, civil commotion, acts of public enemies, terrorism,
blockage, embargo; or
17.28.4 Delay caused by a third party beyond the reasonable control of the
affected party. In such an event, the party affected, upon giving
prompt notice to the other party, shall be excused from such affected
performance on a day-to-day basis to the extent of such prevention,
restriction or interference (and the other party shall likewise be
excused from performance of its obligations on a day-to-day basis to
the extent such party's obligations • relate to the performance so
prevented, .restricted or interfered with); provided that the party so
affected shall use its best efforts to avoid or remove such causes of
non-performance and both Parties shall perform promptly whenever
such causes are removed or ceased.
17.29 TAXES:
Contractor acknowledges that County is a tax exempt entity, and County agrees to
provide Contractor with written proof of such status upon request.
17.30 FAVORED NATION CLAUSE:
Should Contractor offer to a similarly situated third party lower pricing for the same
services as are being offered to County, County has the right to also receive the
same reduced pricing, including savings due to an approved Florida Public Service
Commission (PSC) tariff change.
-48- e911agreement, 060702
•
17.31 APPLICABILITY TO PARTICIPATING GOVERNMENT AGENCIES:
Contractor agrees that the rates set forth In Exhibit B shall be offered to any local
government agency or entity wishing to participate. Such agency or entity may, at
its option, procure the same rates for Equipment of Contractor by entering into a
separate agreement negotiated by the parties setting forth the same rates as set
forth in Exhibit B. The same terms and conditions of this agreement are not
applicable to participating government agencies.
-49- e9 l !agreement, 060702
4
IN WITNESS WHEREOF, the Parties have made and executed this Agreement on
the BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing
by and through its Chair or Vice Chair, authorized to execute same by Board action on the
day of 2002 and , signed by and through
its Vice President, duly authorized to execute same.
COUNTY
ATTEST: Broward County, by and through its
Board of County Commissioners
Broward County Administrator as
Ex-Officio Clerk of the Broward County
Board of County Commissioners
Insurance requirements
approved by Broward County
Risk Management Division
By
By
Lori Nance Parrish, Chair
Approved as to form by
Office of County Attorney
for Broward County, Florida
Edward A. Dion, County Attorney
Governmental Center, Suite 423
115 South Andrews Avenue
Fort Lauderdale, Florida 33301
Telephone: (954) 357-7600
Telecopier: (954) 357-7641
By
James Saunders, III
Assistant County Attorney
-50- e9I lagreement, 060702
•
a
a
IN WITNESS WHEREOF, the Partie
the BROWARD COUNTY through its BOA
aad throug Chair or Vice Chair, auth
day of , 2002 and
its Vice Presldentr ly authorized to execu
•
Broward Coun Administra,,
Ex-Offcio Clerk of the Bros, -f ~;
Board of County Commis for. r :'n
1 015
17
Insurance requirements
approved by Broward County
Risk Management Division
* ,"proved as to form by
Office of County Attorney
for Broward County, Florida
u Edward A. Dion, County Attorney
Governmental Center, Suite 423
115 South Andrews Avenue
Fort Lauderdale, Florida 33301
Telephone: (954) 357-7600
Tele •. ier: (954 7641
4-11-01
a Sau 4/:47 II
Ass = nt C Attorney
have made and executed this Agreement on
D OF COUNTY COMMISSIONERS, signing
to execute same by Board action on the
signed by and through
same.
Broward County, by and th r• . h its
koa unty Co
ance am Chair 7/a/a
e9 J 1 agreement, 060702
r•
IN WITNESS WHEREOF, the Partie have made and executed this Agreement on
the BROWARD COUNTY through its BOA , D OF COUNTY COMMISSIONERS, signing
a _ad throug Chair or Vice Chair, authciiiz to execute same by Board action on the
day of �, 2002 and `
its Vice President, ably authorized to execue, same. , signed by and through
COUFtTY
Broward Coun Administra
Ex-Officio Clerk of the Bra, - oar,
Board of County Commis oar 1 sT r
1015 ,:j. .•
A' 4 ;.
•
V?: ',tw t 1
r r:Z. 4..
la
Insurance requirements
approved by Broward County
Risk Management Division
ByA2
•
Broward County, by and thr h its
unty Co
ance Pam, Chair 7/.Q./v
gproved as to form by
Mee of County Attorney
for Broward County, Florida
Edward A. Dion, County Attorney
Governmental Center, Suite 423
115 South Andrews Avenue
Fort Lauderdale, Florida 33301
Telephone: (954) 3 7-7600
Tele • ; Ier: (954 �& 7541
e91 1 agrecnacnt, 060702
AGREEMENT BETWEEN BROWARD C
TELECOMMUNICATIONS, INC. TO PRt;
TESTING, SERVICE AND SUPPORT OF
TELEPHONE SYSTEMS AT THE DESIG
SAFETY ANSWERING POINTS (PSAP),
WITNESSES:
Zelbertti,��
Signature
••-heizfe.A.R
4. never6,44,
Print Name
Datt-4
Sign :� r
.� 4445
Print Name
STATE OF FLORIDA
COUNTY OF PALM BEACH
•
)UNTY AND BELLSOUTH
VIDE THE DESIGN, INSTALLATION,
THE POSITRON ENHANCED 9-1-1
MATED BROWARD COUNTY PUBLIC
LI #022300-RB.
CONTRACTOR
BellSouth Telecommunications, Inc.
By: BellSouth Business Systems, Inc.
eU— .caltdr
Print Name, Vlce President
Sib ture, Vic President
111 day of
, 2002
•
The foregoing instrument was acknowledged before me, this 17th day of June,
2002, by Janet Craft and the above witnessbs who are personally known to me or have
produced drivers' licenses as identification aid who did take oath.
Signature of
ryPublc
(SEAL)
4) Decal147
21.0
J. T l
e911 agrcement, 060402