HomeMy WebLinkAboutCity of Tamarac Resolution R-2000-130Temp Reso# 9029- May 3, 2000
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2000-130
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE AN
AGREEMENT WITH BELLSOUTH COMMUNICATION
SYSTEMS, INC. TO PURCHASE A COMPLETE
TURNKEY TELEPHONE SYSTEM AND PREMISES
WIRING FOR DATA AND VOICE AT A COST OF
$31,860.41, TO BE INSTALLED AT THE SENIOR AND
COMMUNITY CENTER, UTILIZING BROWARD
COUNTY CONTRACT#060597-RB; PROVIDING FOR
CONFLICTS; PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Senior and Community Center is currently under construction and
needs a telephone system for its operation and;
WHEREAS, the premises needs to be wired appropriately for data network and
telephone system; and
WHEREAS, Bellsouth provides the required services, at very competitive rates,
under Broward County contract #060597-RB attached hereto as Exhibit "A"; and
WHEREAS, the proposed telephone system including thirty telephone sets, a
battery backup unit and laborwill cost $23,365.41 as outlined in the schedule for purchase
of equipment and/or services attached hereto as Exhibit "1 "; and
WHEREAS, the premises wiring for data network and voice will cost $8,495.00
including all materials and labor as outlined in the schedule for purchase of equipment and
or services attached hereto as Exhibit "2"; and
WHEREAS, City of Tamarac Code, §6-155 allows the Purchasing Officer the
authority to waive purchasing procedures and purchase equipment which is the subject of
Temp Reso# 9029- May 3, 2000
Page 2
contracts with the State of Florida, the United States Government, or with other
government agencies: and
WHEREAS, funding for this purchase is available in the Parks and Recreation
budget; and
WHEREAS, the Director of MIS and the Director of Parks and Recreation
recommends approval; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the
best interest of the citizens and residents of the City of Tamarac to authorize the appropriate
City officials to execute an agreement attached hereto as Exhibit "B" with Bellsouth
Communication Systems, Inc. to purchase of a telephone system and premises wiring for
data and telephones for the Senior and Community Center under Broward County contract
#060597-RB at cost of $31,860.41.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and is hereby made a specific part of this Resolution.
SECTION 2: Appropriate City Officials are hereby authorized to execute an
agreement with Bellsouth Communication Systems, Inc. to purchase a telephone system and
premises wiring for data and telephones at a cost of $31,860.41.
SECTION 3: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part or application of this Resolution
is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or
application, it shall not affect the validity of the remaining portions or applications of this
Temp Reso# 9029- May 3, 2000
Page 3
1
1
Resolution,
SECTION 5:
passage and adoption.
This Resolution shall become effective immediately upon its
PASSED, ADOPTED AND APPROVED this C� 7" day of , 2000.
r
JOE SCHREIBER
MAYOR
ATTEST:
MARION SWENSON, CMC
INTERIM CITY CLERK
I HEARBY CERTIFY that I ha
approv9d this resplution as form.
MITgFELL S. KRP
CITY ATTORNEY
RECORD OF COMMISSION
MAYOR SCHREIBER
DIST 1: COMM, PORTNER
DIST 2: COMM, MISHKIN _,,,
DIST 3: COMM. SULTANOF
DIST 4. VIM ROBERTS
Exhibit "A"
TELEPHONE SYSTEM MASTER MAINTENANCE AGREEMENT
Between
BROWARD C UNTY
and
BELLSOUTH COMMUNICATION SYSTEMS L.L.C.
to Provide
MAINTENANCE SERVICESUPPORT
AND EQUIPMENT FOR ALL
TELECOMMUNICATION SYSTEMS AND SUBSY-qTFMq
A J for
BROWARD COUNTY, FLORIDA
(RLI #060597-RB)
•
tsmma,oct.98, January 25, 2000
Exhibit "A"
•
11
8.4
8.4.1
8.5
8.6
9.1
9.2
9.3
10
10.1
10.2
10.3
10.4
10.5
10.6
10.6.1
10.6.2
10.6.3
10.6.4
10.6.5
10.6.6
10.6.7
10.6.8
10.6.9
10.6.10
TABLE OF CONTENTS
Article, Section
Subsection Description
1 Definitions and Identifications
2 Preamble
3 Scope of Services
4 Term and Time for Performance
5 Compensation
5.2 Method of Billing and Payment
5.5 Unsatisfactory Work
6 Additional Services or Changes in Scope of Work
6.5 Minor Changes in County Service Orders
7 Equipment Deliverables
7.7 Warranty
7.7.1 New System Warranty
7.7.2 MAC Warranty
7.7.3 Warranty Disclaimer
8 General Conditions
8.1 County Access to Work
8.2 Project Documentation
8.3 Software License
8.3.1 Joint Obligations
8.3.2 Contractor's Warranty and Maintenance Obligations Unaffected
by Assignment of Licenses
Year 2000 Warranty
Year 2000 Limitation of Liability
Exclusions
Limitation of Liability
Indemnification and Liability
Pat6nt Indemnification
County Liability
Maintenance Schedule of Equipment
Service Plan
Service Fee
Term
Schedule
Assigned Technicians
Maintenance Responsibilities
Minor Repair Requirements
Major Repair Requirements
After Hour Coverage, Emergency and Contractor's
Required Response Specifications
Failure of Contractor to Provide Technical Coverage
Contractor's Responsibility to Inform County Staff of
Repair Status
Repair Coverage Requirements During Normal Business Hours
Contractor's Technical Assistance for County Personnel
Contractor's Requirements to Stock Equipment at
County Site(s)
Equipment Failure
Contractor's Responsibility to Provide County Status of Repairs
Pane #
6
10
10
13
13
14
16
17
17
18
20
20
20
20
20
20
21
21
22
22
23
24
24
26
27
27
28
28
28
28
29
29
29
31
31
31
33
33
34
34
35
35
36
36
2 tsmma.oct.98, January 25, 2000
Exhibit "A"
is
TABLE OF CONTENTS
Article, Section
Subsection
Descri ion
Page #
10.6.11
Preventative Maintenance Requirements
37
10.6.12
Requirements for Monthly Audit Reports
38
10.6.13
Requirements for Annual Inventory Reports
38
10.6.14
Contractor's Responsibility to Correct Work Areas as
38
Originally Found
10.7
Moves, Adds or Changes (MAC) Work
39
10.8
Access
40
10.9
Office Space and Parking Arrangements
41
10.10
Annual Report Card and Reports
41
10.11
Future Maintenance Provisions
41
10.12
Voice and Data Cabling Requirements
41
11
Training Requirements
43
11.1
Customer Service Representative Training of Users
43
11.2
County Staff Training
43
11.3
On -Site Technical Training
44
12
County Contract Administrator and Project Manager
44
13
Insurance
44
13.3
Comprehensive General Liability Insurance
45
13.4
Business Automobile Liability
45
13.5
Workers' Compensation Insurance
45
14
Performance and Liquidated Damages
46
•
15
Termination
47
15.6
Remedies
48
15.7
Termination With Cause
49
16
Resolution of Disputes
49
17
Miseellaneous
50
17.1
Ownership of Documents
50
17.2
Audit Right and Retention of Records
50
17.3
Site Conditions
51
17.4
Coordination
51
17.5
Non Discrimination, Equal Opportunity and American with
52
Disabilities Act
17.6
Subcontractors
52
17.7
Assignment and Performance
53
17.8
Representation of County and Contractor
53
17.9
Prior Agreements
53
17.10
Incorporation by Reference
54
17.11
Multiple Originals
54
17.12
Applicable Law and Venue
54
17.13
Amendments
54
17.14
Notices
54
17.15
Waiver of Breach
55
17.16
Public Entity Crime Statement
55
17.17
Independent Contractor
56
17.18
Prevailing Wage Requirement
56
17.19
Third Party Beneficiaries
56
17.20
Contingency Fee
56
3
tsmma.oct.98, January 25, 2000
Exhibit "A"
TABLE OF CONTENTS
Article, Section
Subsection
Description
Pace #
17.21
Joint Preparation
57
17.22
Compliance with Laws
57
17.23
Severance
57
17.24
Priority of Provisions
57
17.25
Option for Additional Engineering Services
57
17.26
Applicability to Participating Govemment Agencies
57
17.27
Drug -Free Workplace Certification
58
17.28
Non -Collusion Clause
58
17.29
Permits and Licenses
58
17.30
Risk of Loss
58
17.31
Title
59
17.32
Force Majeure
59
17.33
Taxes
59
17.34
Default by County
59
17.35
Prices
60
17.36
Warranties
60
17.37
Warranty Service
61
17.38
Installation
61
17.39
Maintenance Service
B2
17.40
Warranty and Maintenance Service Exclusions
62
17.41
Survival
63
Exhibit A
Maintenance Schedule of Equipment and Software
Exhibit A-1
Maintenance Schedule of Equipment and Software - Aviation
Exhibit B
Unit Pricing for Nortel Meridian Option 11 - 81
Exhibit C
Unit Pricjpg for Nortel Norstar
Exhibit D
Example of Vendor's Monthly Statement
Exhibit E
Nortel Software License
Exhibit F
Prevailing Wage Rates
Exhibit G
State of Compliance - Prevailing Wage Rate Ordinance No. 83-72
Exhibit H
Essential Station List for Restoration of Service
Exhibit I
Example of Annual Switch Inventory Requirement
Exhibit J-1
Control Form 105-22 "Requisition for Telephone Service"
Exhibit J-2
Control Form 105-22C "Authorization to Proceed With Work a5
Required on Requisition for Telephone Service..."
Exhibit K
CONTRACTOR's Cable Pricing
Exhibit L
Century Compliance Warranty Addendum - Nortel
Exhibit M
BellSouth's Standard Technical Escalation Procedures
C7
4 tsmzna.oct.98, January 25, 2oW
Exhibit "A"
0 TELEPHONE SYSTEM MASTER MAINTENANCE AGREEMENT
Between
BROWARD COUNTY
and
BELLSOUTH COMMUNICATION SYSTEMS L.L.C.
to Provide
MAINTENANCE SERVICE SUPPORT
AND EQUIPMENT FOR ALL
TELECOMMUNICATION SYSTEMS AND SUB -SYSTEMS
for
BROWARD COUNTY, FLORIDA
(RLI #060597-RB)
This is an Agreement, made by and entered into by and between: BROWARD COUNTY,
a political subdivision of the State of Florida, hereinafter referred to as "COUNTY,"
Af
r�
and
BellSouth Communication Systems, L.L.C., a Georgia limited liability corporation
authorized to do business in the State of Florida, located at 6451 North Federal Highway,
Suite 1220, Fort Lauderdale, FL 33308, its successors and assigns, hereinafter referred
to as "CONTRACTOR."
WHEREAS, CONTRACTOR has agreed to provide COUNTY with all maintenance,
service, support and Equipment for all telecommunication Systems and Sub -Systems
referenced herein, as well as provide for other telecommunication needs of COUNTY as
set forth herein; NOW, THEREFORE,
WHEREAS, COUNTY has determined that standardization of COUNTY
telecommunications equipment, including telephones, switches and software, with Nortel
manufactured equipment or products CONTRACTOR sells will provide savings from
economies of scale, a reduction of maintenance and training time and expense, and a
reduction of costs due to inventory interchange ability, as well as a reduction of the
. expense and resources required of Contract Administrator; NOW THEREFORE,
tsmma.oct.98, January 25, 2000
Exhibit "A"
. Witnesseth
IN CONSIDERATION of the mutual terms, conditions, promises, covenants and
payments hereinafter set forth, COUNTY and CONTRACTOR hereby agree as follows:
r1
LJ
ARTICLE 1
DEFINITIONS AND IDENTIFICATIONS
1.1 Accel2t or Acce tance: As set forth herein, is defined as complying in all material
respects with manufacturer's published specifications.
1.2 Agreement: Means this document, Articles 1 through 17 inclusive and Exhibits A,
B, C, D, E, F, G, H, I, J-1, J-2, K, L and M. Other terms and conditions are included
in the exhibits and documents that are expressly incorporated by reference.
1.3 Alcohol & Dr u Abuse Treatment Center: The Alcohol & Drug Abuse Treatment
Center located at 1011 S.W. 2nd Court, Fort Lauderdale, Florida.
1.4 Aviation De artment: The Aviation Department located at Terminal 3 at 320
Terminal Drive, Floors 2 and 3; and Terminal 2 at 200 Terminal Drive, both located
in Fort Lauderdale, Florida.
1.5 Board: The Broward County Board of Count Commissioners.
missioners.
1.6 Broward Prokc Mana er: Whenever the term Project Manager is used herein
referring to COUNTY, it is intended to mean the person(s) designated in writing by
the Contract Administrator to manage the day-to-day implementation of the Project.
1.7 Certified: Means technicians trained by attendance at manufacturer provided
training, as established as of October 1, 1998, receipt of a certificate evidencing
said training, and recordation in the relevant personnel database.
1.8 Contract Administrator: The Broward County Administrator, Director of the 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 and to manage and supervise
execution and completion of the Scope of Services and 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, and provided
further that changes by the Contract Administrator which are expressly authorized
6 tsmrna.oct.98, January 25, 2000
Exhibit "A"
by the Procurement Code (Chapter 21 of the Broward County Administrative Code)
may be relied upon by the parties.
1.9 CONTRACTOR: Means the. entity selected to service and support the
requirements pursuant to this Agreement.
1.10 Contractor Project Manager: Shall refer to CONTRACTOR's assigned Project
Manager to oversee all telecommunications aspects as is determined and defined
within this Agreement.
1.11 COUNTY: Broward County, a political subdivision of the State of Florida.
1.12 County Attorney: The chief legal counsel for COUNTY who directs and supervises
the Office of County Attorney pursuant to Section 4.03 of the Broward County
Charter.
1.13 Customer Service Ticket; The Customer Service Ticket is related to COUNTY's
Control Form 105-22D titled, Authorization to Proceed With Work as Required on
Requisition for Telephone Service (Control Form 105-22).
1.14 Emergency eration Center: The Emergency Operation Center (EOC) located at
201 N.W. 84th Avenue, includes the West Regional Courthouse (WRC) (100 N.
• Pine Island Road), and the West Regional Library (8601 W. Broward Blvd.), all
located in Plantation, Florida.
LJ
1.15 Etc u__ipmea!: is defined as all communications and information systems products
purchased from or serviced by CONTRACTOR pursuant to this Agreement.
Equipment shall also include Software as defined in Article 1.33.
1.16 Governmental Center: The Broward County Governmental Center located at 115
S. Andrews Avenue, including the Annex (formerly at the SunBank buildings at 5-7
and 25 S. Andrews Avenue), the parking structure and offices located at 101 S.W.
1 st Avenue, and parking structure and offices located at 151 S.W. 2nd Street, and
Mass Transit downtown terminal located at 101 N.W. 1st Avenue, all in Fort
Lauderdale, Florida.
1.17 Judicial „Complex: The Broward County Courthouse, including the Broward County
Main Jail located at 555 S.E. 1st Avenue, and the North and East wings of the
Courthouse, located at 201 S.E. 6th Street in Fort Lauderdale, Florida.
1.18 MAC: Is defined as move, add, change work performed by CONTRACTOR
pursuant to proper authorization from COUNTY.
7 tsmma.oct.98, January 25, 2000
Exhibit "A"
•
1.19 Main Library: The Main Library located at 100 S. Andrews Avenue, Fort
Lauderdale, Florida, remote telephone service is provided by the system located
at the Governmental Center.
1.20 Mass Transit Division: The Mass Transit Division located at 3201 W. Copans Road,
Pompano Beach, Florida.
1.21 Midrise.Office Building: The Midrise Office Building located at 540 S.E. 3rd
Avenue, Fort Lauderdale, Florida.
1.22 Mira Barer Building: The Mira Barer Building located at 218 S.W. 1 st Avenue, Fort
Lauderdale, Florida.
1.23 North Broward Detention Center: The North Broward Detention Center (NBDC)
located at 1550 Blount Road, which also includes the Conte Center located at 1351
N.W. 27 Avenue, both located in Pompano Beach, Florida.
1.24 North Regional Courthouse: The North Regional Courthouse (NRC) located at
1600 W. Hillsboro Blvd., Deerfield Beach, Florida.
1.25 Notice to Proceed: A written notice to proceed issued by the Contract
Administrator authorizing CONTRACTOR to proceed with the work described in this
Agreement.
1.26 Office of Environmental Services: The Office of Environmental Services (OES)
located 4 2655 W. Copans Road, including the remote WasteWater Division
located at 2401 N. Powerline Road, both located in Pompano Beach, Florida.
1.27 Parks and Recreation Administration: The Parks and Recreation Administration
located at 950 N.W. 38 Street, Oakland Park, Florida.
1.28 Port Everglades Department: The Port Everglades Department located at 1850
Eller Drive, and also includes remote location at the Part Everglades Public Safety
Building (1901 Eller Drive), both in Fort Lauderdale, Florida.
1.29 Project: The Project consists of the services described in Article 3.
1.30 Public Safety Buildin : The Public Safety Building (PSB) located at 2601 W.
Broward Blvd., Fort Lauderdale, Florida.
1.31 Service Order: Is defined as any request for Equipment and/or Services placed by
COUNTY pursuant to this Agreement, as more fully described in Section 10.7.
8 tsmma.oct.98, January 25, 2000
Exhibit "A"
•
1.32 Services: is defined as work performed by CONTRACTOR pursuant to this
Agreement, including but not limited to the following (i) Warranty and Maintenance
Services, and/or (ii) Installation Services.
1.33 Software: Is defined as any set of one or more computer programs which is
composed of routines, subroutines, concepts, processes, algorithms, formulas,
ideas, or know-how severally owned by or licensed by CONTRACTOR and/or any
one of its suppliers, regardless of particular delivery median in or on which such
intangible assets may be embodied. The term Software shall also include any
corrections, "patches," updates, or revisions to Software originally provided.
1.34 South Regional.. Courthouse: The South Regional Courthouse located at 3550
Hollywood Blvd., Hollywood, Florida.
1.35 Sub -System: As set forth in this Agreement, the integrated systems, including
voice mail, automated attendants, automatic call distributors, customized control
routing, universal power supplies, remote access devices, battery back-up units,
integrated voice response, and any related and embedded Software reporting
products so designated by COUNTY and accepted in writing by CONTRACTOR.
1.36 System: As set forth in this Agreement, the Telecommunications System, which
may include switches, related software, and peripheral equipment by COUNTY and
accepted in writing by CONTRACTOR. As used in this Agreement, the terms
"System" and "switch" have equal meaning.
1.37 Traffic Engineering Division: The Traffic Engineering Division located at 2300 W.
Commercial Blvd., Fort Lauderdale, Florida.
1.38 Unsatisfactory: Work or performance that is defined as failing to comply in all
material respects with the manufacturer's published specifications.
1.39 West Regional Courthouse: The West Regional Courthouse (WRC) located at 100
N. Pine Island Road, Plantation, Florida, and is a part of the Emergency Operations
Center complex.
1.40 West Regional Library: The West Regional Library located at 8601 W. Broward
Blvd., Plantation, Florida, and is a part of the Emergency Operations Center
complex.
9 tsmma.oct.98, January 25, 2000
Exhibit "A"
0 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 CONTRACTOR were undertaken between CONTRACTOR and a
Selection/Negotiation Committee selected by the Board of County Commissioners,
and this Agreement incorporates the results of such negotiations.
2.2 The entire Agreement consists of this document; Articles 1 through 17 inclusive;
and Exhibits A, B, C, D, E, F, G, H, I, J-1, J-2, K, L and M.
ARTICLE 3
i SCOPE OF SERVICES
L`
CONTRACTOR shell perform all work identified in this Agreement and the attached
Exhibits. The patties agree that the Scope of Services is a description of CONTRACTOR's
obligations and responsibilities and is deemed to include labor, materials, Equipment, and
tasks as set forth in this Agreement.
3.1 CONTRACTOR shall provide assigned technicians with the appropriate
manufacturers' training with certification for the maintenance of all Systems and
Sub -Systems as configured as of October 1, 1998, in accordance with Section 4.2
and Article 10, Maintenance Schedule of Equipment.
3.2 CONTRACTOR shall provide maintenance for all Systems and Sub -Systems in
place as of October 1, 1998, at the locations covered by this Agreement which are
set forth in Exhibit A, as well as any and all additional Systems, Sub -Systems, and
other additional Equipment, or switches or products added in the future, unless
CONTRACTOR should decline to provide said maintenance. As to additional
Systems, Sub -Systems and other Equipment that are added, these items shall be
under this Agreement upon the acceptance by COUNTY of the relevant System,
Sub -System or additional Equipment.
10 tsmrna.oct.98, January.25, 2000
Exhibit "A"
•
3.3 As set forth in this Agreement, CONTRACTOR shall engineer, furnish, install, test
and make operational all Systems and Sub -Systems so designated by COUNTY
and accepted in writing by CONTRACTOR at the locations covered under this
Agreement.
3.4 CONTRACTOR shall provide warranty service specified in Articles 7 and 17 of this
Agreement for all Equipment purchased under this Agreement.
3.5 CONTRACTOR shall promise and honor unit prices to COUNTY for labor and
Equipment when requested by COUNTY for Equipment and Services, for five (5)
years from the date of execution of this Agreement by COUNTY, which prices are
set forth in Exhibits B and C, and are subject to annual adjustment by the South
Florida Consumer Price Index (CPI) not to exceed three percent (3%). When new
items are added to Exhibits B and C, such as upgrades to existing Systems or Sub -
Systems, replacement items, modification products, additional parts, new switches,
Software and related peripheral equipment, as well as unrelated
telecommunications equipment, switches or other products or Services, 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 items, under the scope of this
Agreement, that are within the procurement rules which allow the Purchasing
Director the right to procure equipment and services that do not exceed the
delegated amount pursuant to the Broward County Procurement Code in effect at
that time. Any change, modification or additional service that causes the total
financial obligation of COUNTY for such additional items to exceed the amount of
authority pf those noted above shall be pursuant to Section 17.13 of this
Agreement. CONTRACTOR will establish pricing of Equipment equal to or lower
than pricing provided to the State of Florida.
3.6 CONTRACTOR shall provide certified technicians at an hourly rate set forth in this
Agreement for MAC work at all COUNTY locations covered under this Agreement
on an "as needed" basis for installation of Systems and Sub -Systems as designated
by COUNTY and accepted in writing by CONTRACTOR.
3.7 COUNTY shall purchase from CONTRACTOR all of COUNTY's MAC work,
upgrades, Equipment, switches, related Software, peripheral equipment, Services
and voice/data cabling under the scope of work of this Agreement, as well as any
and all other telecommunications equipment, switches or other products or services
offered in CONTRACTOR's product or service portfolio related to the scope of work
of this Agreement, unless the equipment, voice/data cabling, switches or other
products or services that COUNTY desires are not part of the product or service
portfolio offered by CONTRACTOR and/or CONTRACTOR has been given the right
to supply said products and/or Services and declines to offer said products and/or
11 tsmma.oct.98, January- 25, 2000
Exhibit "A"
n
U
services. 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 items, under the scope
of this Agreement, that are within the procurement rules which allowthe Purchasing
Director the right to procure equipment and services that do not exceed the
delegated amount pursuant to the Broward County Procurement Code in effect at
that time. 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 pursuant to Section 17.13 of this
Agreement. CONTRACTOR will establish pricing equal to or lower than pricing
provided to the State of Florida.
3.8 Cabling work shall be performed in accordance with National Electrical Code (NEC)
and ANSI/EIA/TIA specifications and all applicable State and Local Codes, as
amended to date.
3.9 CONTRACTOR and/or subcontractor is to be familiar with all Federal, State and
Local Laws, Ordinances, code Rules and Regulations, including NEC and
ANSI/EIAMA standards, 568-A Commercial Building Wiring, 569 Pathways &
Spaces and 606 Administration R Identification that may in any way affect the
cabling work. Ignorance on the part of CONTRACTOR or subcontractor will in no
way relieve CONTRACTOR from responsibility.
3.10 As a licensed and certified CONTRACTOR to perform COUNTY -needed voice/data
cabling, CONTRACTOR or subcontractor must possess one (1) of the following
licenses apd State Registration (if applicable), and provide such to COUNTY.
STATE:
- Electrical Contractor or,
Low Voltage Specialist
COUNTY:
Master Electrician (State Registration required) or,
Communications Electrician
3.11 CONTRACTOR or subcontractor shall be certified as a Registered Communications
Distribution Designer (RCDD) and shall be proficient in all phases of telephone and
data wiring as related to cable and wiring architectures in telecommunication
spaces. Also, all work performed by CONTRACTOR shall be supervised by a
Building Industry Consulting Services International (BICSI) certified technical level
lead technician.
12 tsmma.oct.98,1anuary 25, 2000
Exhibit "A"
0 ARTICLE 4
:7
TERM AND TIME FOR PERFORMANCE
4.1 The term of this Agreement shall begin on the date of execution of this Agreement
by COUNTY, and continue for a term of five (5) years from the executed date;
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. Further provided, if funds are unavailable, COUNTY
shall not contract with another provider for the same or like Equipment or Services
as set forth in this Agreement during the remainder of the initial term of this
Agreement had such term been effective.
4.2 CONTRACTOR will provide personnel to Service and support locations as agreed
upon as set forth in Exhibit A, as established and configured on October 1, 1998.
The parties agree that CONTRACTOR shall provide three (3) repair technicians
and one (1) MAC technician as the assigned technicians to perform maintenance,
Service and support at the Equipment locations set forth in Exhibit A.
4.3 For delays by COUNTY in performing its obligations or in cases of force majeure,
as referenced in Section 17.32, or as otherwise set forth in Sections 8.5 or 17.40,
CONTRACTOR hereunder shall be excused from timely performance of its
obligations.
4.4 If COUNTY 4should elect not to renew this Agreement, COUNTY shall give
CONTRACTOR not less than one hundred twenty (120) days written notice prior
to the expiration of the existing term or any renewal, otherwise, this Agreement shall
automatically renew for two (2) consecutive one (1) year terms. The Director of
Purchasing may extend, in writing, this Agreement for a period not to exceed one
hundred twenty (120) days beyond the expiration of this Agreement or the
expiration of any renewal term of this Agreement at the same terms, conditions, and
pricing in existence at the time of extension.
ARTICLE 5
COMPENSATION
5.1 COUNTY agrees to pay CONTRACTOR, in the manner specified in Section 5.2, the
total amount of monthly maintenance fees, per configuration per location for all
Systems and Sub -Systems as established on October 1, 1998, as set forth in
Exhibit A, as adjusted according to this Agreement, and for all completed and
accepted Service Order work in keeping with the purchase and installation of new
13 tsmma.oct.98, January- 25, 2000
Exhibit "A"
Equipment, Software and labor, which amount(s) shall be accepted by
CONTRACTOR as full compensation for all such work. COUNTY agrees to pay
CONTRACTOR additional compensation only as it relates to additional locations,
Services, Equipment, increase of ports at a cost of three dollars and seventy-five
cents ($3.75) per port, per month, or peripheral equipment and/or maintenance to
be added upon mutual agreement at any date during the term of this Agreement in
accordance with this Agreement. It is acknowledged and agreed by
CONTRACTOR that this amount is the maximum payable as compensation for
Equipment and Services rendered, as identified and set forth in this Agreement, and
constitutes a limitation upon COUNTY's obligation to compensate CONTRACTOR
for its Services related to this Agreement, unless otherwise set forth in this
Agreement. This maximum amount, however, does not constitute a limitation, of
any sort, upon CONTRACTOR's obligation, unless otherwise set forth in this
Agreement, to perform all items of work required as set forth in under this
Agreement. No amount shall be paid to CONTRACTOR to reimburse its expenses
unless otherwise provided herein.
5.1.1 In the event COUNTY should add or purchase equipment, systems or sub-
systems from other contractors or vendors, as set forth in Section 7.1, and
CONTRACTOR agrees to provide maintenance under this Agreement, then
in that event, COUNTY shall compensate CONTRACTOR a one-time fee of
four and one-half percent (4.5%) of the purchase price of the newly acquired
or provided equipment, system or sub -system, adjusted for annual
percentage increase by the South Florida CPI over the previous year, as a
warran,�y reserve.
,,
5.2 Method of Billing and Payment:
5.2.1 CONTRACTOR may submit monthly summary statements as set forth in
Subsection 5.2.2 below for compensation no more often than on a monthly
basis, but only after Services for which the monthly summary statements are
submitted have been completed. An original monthly summary statement as
set forth in Subsection 5.2.2 below is due within fifteen (15) days of the end
of the month except the final invoice which must be received no later than
sixty (60) days after this Agreement expires. Invoices shall designate the
nature of the Services performed and/or the expenses incurred.
5.2.2 The monthly itemized summary statement, as set forth in Exhibit D, is to be
mailed to:
14 tsmma.act.98, January 25. 2000
Exhibit "A"
Broward County - Accounting Division
Vendor Accounts Payable Section
P.O. Box 14740
Fort Lauderdale, FL 33301
5.2.3 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 Code of Ordinances Section
1-51.6, 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 may be withheld for failure of
CONTRACTOR to comply with a term, condition, or requirement of this
Agreement.
5.3 Based upon completed Customer Service Tickets submitted by CONTRACTOR's
technicians for Moves, Adds and Changes (MAC's), COUNTY will prepare a
spreadsheet on a monthly basis to indicate approval to pay CONTRACTOR for
said work. The spreadsheet will be forwarded to the Accounting Division and used
to reconcile payments for CONTRACTOR's monthly summary statement.
5.3.1 COUNTY reserves the right to inspect within ten (10) days of receipt of the
is Customer Service Ticket, the work performed by CONTRACTOR (both
Equipment and labor), and Accept said work. If found to be Unsatisfactory
in accordance with Section 5.5 by either the agency representative or the
Cortrgct Administrator, COUNTY may reject approval to pay CONTRACTOR
until the work is corrected. If said work is installed in all material respects
in accordance with manufacturer published specifications, COUNTY must
provide complete documentation as to the Unsatisfactory Equipment and/or
labor prior to withholding payment.
5.3.2 The Contract Administrator shall within ten (10) business days after receipt
of the Customer Service Ticket notify CONTRACTOR in writing of any
Equipment or labor rejected by the Contract Administrator and why the
Equipment or labor is not in compliance with specifications as set forth within
this Agreement prior to withholding payment.
5.3.3 COUNTY will prepare the monthly approved spreadsheet after the beginning
of the month.
5.3.4 Should the Accounting Division note discrepancies in the amount charged
by CONTRACTOR versus amount approved on the Telecommunications
Division's spreadsheet, CONTRACTOR cannot be paid until the
15 tsmma.cct.98, January 25, 2000
Exhibit "A"
discrepancies have been corrected as set forth in this Agreement. COUNTY
may withhold payment of the disputed items only, and COUNTY will, with
due diligence, work with CONTRACTOR in a timely manner to resolve any
noted discrepancies. CONTRACTOR will attempt to change the date of a
corrected invoice that was returned to CONTRACTOR by COUNTY due to
a discrepancy.
5.4 Authorization to pay the monthly maintenance will be reflected on the monthly
spreadsheet prepared by the Telecommunications Division.
5.5 Unsatisfacto Work: COUNTY will inform CONTRACTOR within ten (10) business
days of said Unsatisfactory Work and allow for an additional thirty (30) calendar
days or a reasonable amount of time, if such time is mutually agreed upon by
COUNTY and CONTRACTOR, to remedy said Unsatisfactory Work prior to
withholding part of payment, if any, as set forth in Subsection 5.3.4. The amount
withheld shall not be subject to payment of interest by COUNTY.
5.6 Payment shall be made to CONTRACTOR at:
BellSouth Communication Systems, L.L.C.
P.O. Box 79045
Baltimore, MD 21279-0045
5.7 CONTRACTOR shall obtain and pre -pay for all licenses, permits, and inspection
fees required for the electrical and cabling portions of the projects for which
CONTRACTOR is performing work. All permits, inspection fees required for the
specific work shall be paid by COUNTY. CONTRACTOR shall invoice these items
separately and shall provide documentation to prove costs.
5.8 If CONTRACTOR should fail to provide accurate monthly summary statements, as
mutually agreed upon by the parties, in accordance with this Article 5, to COUNTY
after six (6) consecutive months, starting three (3) months after the execution date
of this Agreement, COUNTY shall be entitled to liquidated damages of one hundred
dollars ($100.00) per incident; provided, however, CONTRACTOR's failures are
unrelated to or not caused by COUNTY or otherwise by an event set forth in
Sections 8.5, 17.32 or 17.40. Said liquidated damages shall not exceed five
thousand dollars ($5,000.00) during any one calendar year. The parties recognize
that the extent and calculation of damages may be difficult to ascertain, therefore
they agree that liquidated damages in the amount stated is reasonable and is in lieu
of all other remedies. Accuracy of the invoice pertains to only the charges
associated with MAC orders.
16 tsnuna.oct.98, January 25, 2000
Exhibit "A"
0 ARTICLE 6
C
ADDITIONAL SERVICES OR CHANGES IN SCOPE OF WORK
6.1 It is mutually acknowledged that changes in the scope of services may be desirable.
The Contract Administrator, at any time shall be entitled to propose changes to
such terms by written notice delivered to CONTRACTOR. CONTRACTOR agrees
to consider each such proposed change in good faith. If such a proposed change
is mutually agreed upon, it shall be reduced to an amendment, and signed by the
appropriate authority. Payment for work related to an amendment shall be payable
in accordance with Article 5.
6.2 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 6.1 above. During the
pendency of any dispute, CONTRACTOR, only if requested in writing by the
Contract Administrator, shall promptly comply with performance despite it being a
disputed matter. Both parties shall promptly resolve the disputed matter.
6.3 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 A.1r and 6.2 above so long as the then total financial obligation of
COUNTY for such additional items does not exceed one hundred thousand dollars
($100,000.00). 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.
6.4 CONTRACTOR acknowledges and agrees that the Contract Administrator has no
authority to make changes that would increase, decrease, or otherwise modify the
Scope of Services to be provided under this Agreement except as expressly
authorized by the Broward County Procurement Code (Chapter 21 of the Broward
County Administrative Code).
6.5 Minor Changes in COUNTY Service Orders:
If COUNTY and CONTRACTOR agree to minor changes prior to delivery of the
Equipment or completion of Services, COUNTY shall be charged or credited for the
changed items. Appropriate documentation may be required so that additions or
deletions may be recorded and charges or credits issued. Reasonable restocking
17 tsmma.oct.98. Januan• 25, 2000
Exhibit "A"
charges at a rate of twenty percent (20%) of Equipment or Service, will be assessed
with respect to any stock listed items deleted after the date of shipment to the
installation site and for all deleted nonstock items. Restocking charges will not
apply if a project is duly processed between COUNTY and CONTRACTOR and if
such stocked item does not function in accordance with the particular project
criteria.
ARTICLE 7
EQUIPMENT DELIVERABLES
7.1 COUNTY may purchase equipment from a third -party if said equipment is not a part
of the product portfolio offered by CONTRACTOR and CONTRACTOR has been
given the right to supply said equipment and declined to offer said equipment.
COUNTY shall be entitled to connect to the third -party provided equipment,
provided, that such equipment shall not interfere with the maintenance and
operation of the Equipment covered under this Agreement. If third -party provided
equipment is outside the scope of this Agreement and should CONTRACTOR be
required to provide assistance, such as install, trouble -shoot, etc., COUNTY will
pay CONTRACTOR the agreed upon time and materials rate for these Services, as
set forth in this Agreement. This section is subject to Section 3.5 pricing.
7.2 CONTRACTOR shall not be required to provide maintenance of any Equipment
purchased by COUNTY outside of this Agreement. Neither shall CONTRACTOR
provide maintenance for any equipment not listed in Article 10, unless requested
by COUN,W`and agreed to in writing by CONTRACTOR. CONTRACTOR may, if
requested by COUNTY in writing and agreed to by CONTRACTOR, and approved
by COUNTY's Purchasing Director or such other proper authority, allow for
additions to provide maintenance, service or Equipment as COUNTY's
communications needs arise, as set forth in Article 3.
7.2.1 As provided for in Section 7.1, in the event COUNTY adds or purchases
equipment, systems or sub -systems from other contractors or vendors,
COUNTY shall timely notify CONTRACTOR in writing of the installation of
said equipment, systems or sub -systems. In addition, COUNTY shall
provide proper documentation setting forth the necessary identification of
said newly acquired equipment, systems or sub -systems to facilitate the
exchange of warranty obligation from the selling or providing contractor or
vendor to CONTRACTOR.
7.3 Exhibits B and C, Unit Pricing and Exhibit K, CONTRACTOR's Cable Pricing,
attached hereto, identify all Equipment that may be purchased under this
Agreement. CONTRACTOR may add Equipment to Exhibits B and C, Unit Pricing,
18 tsmma.oct.98, January- 25, 2000
Exhibit "A"
and Exhibit K, CONTRACTOR Cable Pricing, attached hereto, as the needs of
COUNTY and the complexity of communications change.
7.3.1 Additional Equipment or Cabling may be acquired by COUNTY through an
amendment to this Agreement. The unit purchase price for Equipment
during the term of this Agreement shall be in accordance with Sections 3.5
through 3.7 and/or Exhibits B and C, Unit Pricing, and Exhibit K,
CONTRACTOR's Cable Pricing.
7.3.2 Additional Equipment shall include both purchase and installation costs.
7.4 CONTRACTOR shall provide new Equipment under this Agreement. If COUNTY
identifies the availability of refurbished or remanufactured Equipment,
CONTRACTOR shall provide COUNTY with the cost for the refurbished or
remanufactured Equipment and shall provide the refurbished or remanufactured
Equipment upon COUNTY's request. CONTRACTOR shall supply refurbished or
remanufactured equipment if said equipment is available via CONTRACTOR's
secondary market provider.
7.5 If Equipment is rejected by the Contract Administrator or his/her designee, the
validity of rejection must be reviewed, determined and mutually accepted by
COUNTY's Contract Administrator and CONTRACTOR, in accordance with Section
5.5. CONTRACTOR, if it is then determined to be at fault, will as soon as
practicable begin to correct the Equipment. Failure of CONTRACTOR to correct
the problem within thirty (30) calendar days or a reasonable amount of time,
whichever, is16reater, if mutually agreed upon by COUNTY and CONTRACTOR, in
accordance with Section 5.5, will allow the Contract Administrator to either accept
the Equipment; or COUNTY will cease use of the Equipment and return it to
CONTRACTOR for full credit. Any installed Equipment shall be disconnected and
removed by CONTRACTOR from the original installation site of the Equipment.
CONTRACTOR shall not be required to accept the return of Equipment that has
been damaged by COUNTY. CONTRACTOR shall use commercially reasonable
efforts to return the site to the original condition.
7.6 Based upon the critical nature of the new Equipment to work properly, as set forth
in Section 7.7, COUNTY reserves the right to request the Equipment manufacturer
be brought to COUNTY's location to provide technical support for CONTRACTOR,
if necessary.
19 tsmma.oct.98. January 25. 2000
Exhibit "A"
•
7.7 WARRANTY:
7.7.1 New System Warranty: CONTRACTOR shall warrant that the Equipment
purchased from CONTRACTOR under this Agreement shall function in all
material respects in accordance with the manufacturer's published
specifications for one (1) year from the date of installation. CONTRACTOR
will make whatever effort is commercially reasonably required to ensure that
the Equipment and Software operate in all material respects in accordance
with the manufacturer's published specifications.
7.7.2 MAC_ Warranty: CONTRACTOR shall warrant that the Equipment moves,
additions and changes (MAC) purchased from CONTRACTOR under this
Agreement shall function in all material respects in accordance with the
manufacturer's published specifications for ninety (90) days from the date of
installation, or the end of the then current calendar year, whichever is later.
CONTRACTOR will make whatever effort is commercially reasonably
required to ensure that the Equipment moves, adds and changes will
function in all material respects in accordance with the manufacturer's
published specifications.
7.7.3 Warranty Disclaimer: THERE ARE NO WARRANTIES, EXPRESS OR
IMPLIED (INCLUDING ANY REGARDING MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE), NOT SPECIFIED HEREIN
RESPECTING EQUIPMENT FURNISHED UNDER THIS AGREEMENT,
AND CONTRACTOR EXPRESSLY DISCLAIMS SAME.
'r
ARTICLE 8
GENERAL CONDITIONS
As stated in this Agreement, CONTRACTOR agrees to assume full responsibility
for (1) the performance of all Equipment in all material respects in accordance with the
manufacturer's published specifications, as provided in Section 7.7, to be delivered to
COUNTY upon execution of this Agreement, (2) the performance of all Services to be
rendered to COUNTY as set forth in this Agreement, and (3) the functioning of all existing
Systems or Sub -Systems, as defined herein, except for Year 2000 Compliance, in
accordance with this Agreement and in all material respects in accordance with the
manufacturer's published specifications.
8.1 COUNTY ACCESS TO„WORK:
COUNTY shall at all times have access to work on the Equipment whenever it is in
preparation or progress for the purpose of progress review and inspection.
20 tsmma.oct.98, January 25, 2000
Exhibit "A"
8.2 PROJECT DOCUMENTATION:
CONTRACTOR shall establish and maintain
complete project documentation and
documentation of all Equipment, including installation instructions, if appropriate,
and shall deliver same to COUNTY throughout the course of this Agreement. All
documentation shall be available to COUNTY's Project Manager at any time during
this Agreement upon request. All documentation when delivered with any
Equipment purchased by COUNTY will be available to COUNTY in a designated
area agreed upon by both COUNTY and CONTRACTOR. CONTRACTOR will
execute any and all documents needed or requested by COUNTY to perfect
COUNTY's right, title or interest in the project documentation and any other records.
8.3 SOFTWARE LICENSE:
COUNTY and CONTRACTOR recognize that title to and ownership of the existing
Nortel Equipment is held by and in COUNTY and that such Equipment is computer
hardware used for telecommunication purposes. The Nortel Equipment items are
as follows:
A.
Meridian Option 71 PBX Switch in Governmental Center
B.
Meridian Option 71 PBX Switch in Judicial Complex
C.
Meridian Option fit C PBX Switch in North Broward Detention Center
. D.
Meridian Option 61 PBX Switch in Office of Environmental Services
E.
Meridian Option 61 PBX Switch in Emergency Operations Center
F.
Meridian Option 51 C PBX Switch in Midrise Office Building
G�,
"Meridian Option 21 PBX Switch in South Regional Courthouse
H.
Meridian Option 21 PBX Switch in Alcohol & Drug Treatment Center
I.
Meridian Option 21 PBX Switch in Mira Barer Building
J.
Meridian Option 21 PBX Switch in North Regional Courthouse
K.
Meridian Option 21 PBX Switch in Parks & Recreation Administration
L.
Meridian Option 21 PBX Switch in Port Everglades Department
M.
Meridian Option 11 C PBX Switch in Mass Transit Division
N.
Meridian Option 11 E PBX Switch in Traffic Engineering Division
0.
Norstar 0 x 32 (ICS) systems at Aviation Terminals 2 and 3
The Equipment utilizes Nortel Software licensed to COUNTY by Nortel, Inc., to
perform certain telecommunication functions required of the Systems. The terms
and conditions of the licenses for the Nortel Software are attached as Exhibit E
("Nortel Software License").
0 21 tsmma.oct.98, January- 25, 2000
Exhibit "A"
• 8.3.1 JOINT OBLIGATIONS:
COUNTY will keep the Nortel Software licenses for the Norte[ Equipment in
full force and effect during the term of this Agreement. CONTRACTOR will
do nothing on its part during the term of this Agreement that will cause such
license(s) to be terminated by Nortel, Inc. or lessen COUNTY's rights to use
such license(s) in accordance with the terms and conditions as set forth and
described in Exhibit E.
8.3.2 CONTRACTOR'S WARRANTY AND MAINTENANCE OBUQATION
UNAFFECTED:
Nothing contained in Section 8.3 shall lessen or relieve CONTRACTOR from
its responsibilities and obligations to provide maintenance pursuant to this
Agreement including, but not limited to, providing maintenance for the
Licensed Software and the payment of any and all costs for such license
maintenance to Nortel, Inc., or others as may be required. CONTRACTOR's
obligations to maintain the Nortel Equipment is conditioned upon COUNTY's
having valid licenses for the Nortel Software, or other software, pertaining
to such Equipment.
8.3.3 Certain Software suppliers license on a nonexclusive basis to
• CONTRACTOR and CONTRACTOR also develops Software or has
Software developed by it by third parties. All such Software is and will
remain the property of CONTRACTOR or its third party suppliers.
CQNf RACTOR, with respect to CONTRACTOR developed Software and to
the extent authorized under the supplier licenses, unless stated otherwise
in an Exhibit attached to this Agreement, grants COUNTY, for Software
derived from sources other than Nortel, Inc., a personal, nontransferable and
nonexclusive sublicense (without the right to further sublicense) to use the
Software (including related documentation), for the life of the particular
System or Equipment to which such Software is related, solely to maintain,
use and operate such System for which the Software is initially furnished,
provided that COUNTY:
(a) Except where required by law, 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 and treat such Software as the
exclusive property of CONTRACTOR or such suppliers;
(b) Uses the Software solely for COUNTY's governmental and business
purposes in the operation of the Equipment or any new Equipment
provided by CONTRACTOR which are part of the Systems set forth
22 tsmma.oct.98, January 25. 2000
Exhibit "A"
11
and described in Exhibit A or as Exhibit A may be amended in the
future;
(c) Does not copy or reproduce any of the Software without
CONTRACTOR's consent, except to the extent necessary for (i)
archival and back-up purposes and (ii) the operation and/or use of the
System to the extent allowed or authorized by CONTRACTOR or third
party licenses, and, except as allowed by law, does not attempt to
develop any source code from the Software, nor reverse engineer,
decompile, disassemble, reverse translate, or otherwise translate the
Software into human readable form, and
(d) Returns to CONTRACTOR or erases or destroys any Software and
any media being recycled or discarded upon the expiration of the
licenses granted hereunder and so certifies such to CONTRACTOR.
COUNTY understands that suppliers of Software including CONTRACTOR may
require COUNTY to execute license agreements in order to use Software.
CONTRACTOR understands that COUNTY is a governmental entity and may not
be able to, because of law or administrative policy among other things, execute a
license agreement as proffered because of the terms and provisions contained
therein. In the event Equipment to be supplied by CONTRACTOR requires
COUNTY to execute a separate Software license agreement, whether with
CONTRACTOR or a third party supplier of such Software, then CONTRACTOR will
inform COUNTY of such circumstances, providing COUNTY with a copy of the
Software IjpeAse agreement. CONTRACTOR will not provide COUNTY with any
Equipment, System or Sub -System where the operation or use thereof is contingent
upon the executed license agreement until COUNTY has informed CONTRACTOR
that COUNTY is willing and able to execute such license agreement.
8.4 YEAR 2000 WARRANTY:
Except as provided as to Nortel equipment in Subsection 8.4.2 below,
CONTRACTOR warrants that each item of hardware, Software, and/or firmware that
it sells to COUNTY for use under this Agreement shall be able to accurately store
and process date/time data, (including but not limited to, calculating, comparing,
interfacing and sequencing) from, into, and between the twentieth and twenty-first
centuries, and the years 1999 and 2000 and leap year calculations when used in
accordance with the items documentation provided by CONTRACTOR, provided
that all items (e.g., hardware, Software, firmware) used in combination with other
designated items properly exchange data with it. If this Agreement requires that
specific products being purchased from CONTRACTOR hereunder are required to
perform as a system in accordance with the foregoing warranty, then that warranty
23 tsmma.oct.98, January 25, 2000
Exhibit "A"
shall apply to all the products as a system. The duration of this warranty and the
remedies available to COUNTY for breach of this warranty shall be as defined in,
and subject to, the terms and limitations of CONTRACTOR's standard commercial
warranty or warranties contained in this Agreement; providing that notwithstanding
any provision to the contrary in any general warranty provision(s), or in the absence
of any such warranty provision(s), the sole remedies available to COUNTY under
this warranty shall include repair or replacement using commercially reasonable
efforts, at no cost to COUNTY, or refund the purchase price, at CONTRACTOR's
sole discretion, of any of the products whose noncompliance is discovered and
made known to CONTRACTOR in writing the later to occur on either: (i) 90 days
after acceptance of the items by COUNTY or (ii) December 31, 1999. Nothing in
this warranty shall be construed to limit any rights or remedies COUNTY may
otherwise have under this Agreement with respect to defects other than Year 2000
performance.
This warranty shall not apply to (i) any Equipment which was not purchased by
COUNTY directly from CONTRACTOR and continually maintained by
CONTRACTOR; (ii) the failure of any Equipment to comply with the applicable
manufacturer specifications, if the failure is -isolated in product(s) not covered by
this warranty; (iii) failure to install the Century Compliant Software release or load
and hardware, and if any, identified by the manufacturer; (iv) Equipment use not
conforming to the associated documentation; (v) modification of such Equipment by
• COUNTY or any third party; or (vi) failures that result from other items not properly
exchanging data with the warranted Equipment.
'7
8.4.1 Yepr �000 - Limitation ,of Liability: THE REMEDIES SET FORTH ABOVE
CONSTITUTE COUNTY'S SOLE AND EXCLUSIVE REMEDIES FOR
BREACH OF THIS WARRANTY. SUCH WARRANTY CONSTITUTES THE
ONLY WARRANTY AS TO THE SUBJECT MATTER OF THIS SECTION
AND IS IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL,
STATUTORY, EXPRESSED OR IMPLIED WITH RESPECT TO YEAR 2000
WARRANTY COMPLIANCE.
8.4.2 The Century Compliance Warranty Addendum of Nortel, attached hereto and
made a part hereof as Exhibit L shall apply as to the Nortel Equipment set
forth and described in Exhibits A, B and C attached to and made a part of
said Exhibit L.
8.5 EXCLUSIONS:
8.5.1 This Agreement excuses CONTRACTOR's performance and
CONTRACTOR shall not be liable for any delay or damage caused in whole
or in part: (1) arising from COUNTY or third party negligence, abuse,
24 ismma.oct.98, January 25, 2000
Exhibit "A"
I -,
accident, theft or unexplained loss, power failure, connection to foreign
current, fire, water, flood, wind, storms, lightning, severe weather, or other
acts of God or public enemy, civil disobedience, delay in transportation,
failure by suppliers to deliver Equipment, governmental action, acts of third
party, labor dispute, shortage of labor or materials, sickness or discovery of
asbestos or other hazardous material or substance; (2) by COUNTY's failure
to provide a suitable operating environment (including isolated ground,
dedicated electronic source, circuit and power, air conditioning, humidity,
heat and security) per manufacturer's specifications, failures or changes
required and/or resulting from local exchange company, inter -exchange
carrier, power companies, signal carriers or other transmission providers,
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,
Software changes or attempted Software changes in the Equipment by
persons unauthorized by CONTRACTOR, or any occurrence beyond the
reasonable control of CONTRACTOR or its subcontractors or suppliers.
8.5.2 COUNTY hereby acknowledges that modifications performed by unauth-
orized distributors to modify Equipment or Software will result in denial of
Software support services from the manufacturer for the Equipment.
COUNTY also acknowledges that any work performed by CONTRACTOR
to correct such unauthorized modifications performed will result in additional
charges to COUNTY from CONTRACTOR.
8.5.3 COUNTY hereby acknowledges that if maintenance or repair of Equipment
is performed by other than CONTRACTOR's personnel, or without
CONTRACTOR's prior approval, and as a result further repair by
CONTRACTOR is required to restore the Equipment to good operating
condition, such repairs will be made at the materials and labor rates
provided in Exhibits B and C - Unit Prices of this Agreement.
8.5.4 Notwithstanding the above, CONTRACTOR hereby acknowledges that
COUNTY employees who are properly certified may perform modifications
or make repairs to the Equipment without additional, prior approval.
CONTRACTOR agrees that should problems occur based upon COUNTY
employee's modifications, CONTRACTOR's assigned technicians will assist
during regular business hours to correct the problem. COUNTY
acknowledges that repair/service/maintenance takes precedence at all times
over MAC work. CONTRACTOR shall charge the materials and labor rates
provided for in Exhibits B and C of this Agreement for such assistance,
should specific Equipment and/or labor, as provided for in this Agreement,
be required to correct the problem.
2s tsmma.oct.98, January 25, 2000
Exhibit "A"
• 8.6 LIMITATION OF LIABILITY:
C:
8.6.1 CONTRACTOR will be liable for physical injuries to individuals and damage
to tangible, physical property to the extent caused by CONTRACTOR, its
supplier's or subcontractor's negligencewhich is reported to CONTRACTOR
within sixty (60) days of discovery by COUNTY.
8.6.2 COUNTY acknowledges that there is consideration for the limitation of
damages and remedies as follows:
(a) IN NO EVENT, HOWEVER SHALL CONTRACTOR AND ITS
SUPPLIERS OR SUBCONTRACTORS BE LIABLE FOR ANY (i) SPECIAL,
INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INDIRECT
DAMAGES OR PUNITIVE OR OTHER SIMILAR TYPE DAMAGES OR, (ii)
COMMERCIAL LOSS OF ANY KIND RESULTING FROM UNAUTHORIZED
USE OF THE SYSTEMS OR SUB -SYSTEMS, INCLUDING TOLL FRAUD,
LOSS OF DATA, OR LOSS OF USE, WHETHER BASED UPON BREACH
OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR TORT OR ANY OTHER LEGAL THEORY, AND WHETHER
OR NOT CONTRACTOR OR ITS SUPPLIERS OR ITS
SUBCONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE OR LOSS. COUNTY'S EXCLUSIVE REMEDY FOR ANY
BREACH OF ANY WARRANTY, EXPRESSED OR IMPLIED, SHALL BE
LIMITED TO REPAIR OR REPLACEMENT OF EQUIPMENT AT
CONTRACTOR'S EXPENSE, OR RETURN OF THE DEPRECIATED
AIV(bUNT PAID BASED UPON A SEVEN (7) YEAR STRAIGHT LINE
DEPRECIATION IF REPAIR OR REPLACEMENT IS NOT REASONABLY
AVAILABLE, AT CONTRACTOR'S SOLE ELECTION.
(b) This limitation of liability applies with equal force and effect to all
subsequent Services performed or Equipment provided by CONTRACTOR.
(c) In the event that a court of competent jurisdiction should hold that the
foregoing limitation of liabilities or remedies available, or any portions
thereof, are unenforceable for any reason COUNTY expressly agrees that
under no circumstances shall the total liability of CONTRACTOR to
COUNTY exceed the lesser of one hundred thousand ($100,000.00) or the
value of the Equipment or Services provided by CONTRACTOR pursuant to
this Agreement.
(d) CONTRACTOR and COUNTY each agree to waive all rights to
subrogation against the other.
26 ismma.oct.98, January 25, 2000
Exhibit "A"
8.6.3 Any actions pursuant to this Agreement must be commenced within one (1)
year after the cause of action has accrued.
ARTICLE 9
INDEMNIFICATION and LIABILITY
9.1 INDEMNIFICATION OF COUNTY:
CONTRACTOR shall at all times hereafter indemnify, hold harmless and, at the
County Attorney's option, defend or pay for an attorney selected by the County
Attorney to defend COUNTY, its officers, agents, servants, and employees against
any and all claims, losses, liabilities, and expenditures of any kind, including
attorney fees, court costs, and expenses, caused by negligent act or omission of
CONTRACTOR, its employees, agents, servants, officers, or accruing, resulting
from, or related to the subject matter of this Agreement including, without limitation,
any and all claims, demands, or causes of action of any nature whatsoever resulting
from injuries or damages sustained by any person or property. 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 the 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.
9.2 PATENT I DAMNIFICATION:
CONTRACTOR shall defend and indemnify COUNTY against any claims or suits
brought against COUNTY based upon a claim of infringement of any patent,
copyright or other intellectual property right ensuing out of the use of the Systems
to the extent described in Exhibit A of any system sold by CONTRACTOR to
COUNTY. A condition precedent to CONTRACTOR's obligation stated above shall
be that COUNTY shall have 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 and damages in any such suit, provided
CONTRACTOR is notified promptly in writing of the suit. COUNTY gives
CONTRACTOR or its equipment supplier the sole right to defend and settle any suit
and COUNTY, at CONTRACTOR's request, 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 (ii) any item furnished by COUNTY. Should the System
become subject to a claim of infringement, CONTRACTOR may, at its expense or
27 tsmma.oct.98, January 25. 2000
Exhibit "A"
•
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.
9.3 COUNTY LIABILITY:
COUNTY is a state agency or political subdivision as defined in Section 768.28,
Florida Statutes, and agrees to be fully responsible for acts and omissions of its
agents or employees to the extent permitted by law. Nothing herein is intended to
serve as a waiver of sovereign immunity nor shall it be construed as consent by a
state agency or political subdivision of the State of Florida to be sued by third
parties in any manner whether arising out of this Agreement or any other contract.
ARTICLE 10
MAINTENANCE SCHEDULE OF EQUIPMENT
CONTRACTOR and COUNTY hereto, in consideration of the undertakings,
covenants and agreements hereinafter put forth, respectively agree as follows:
10.1 SERVICE PLAN:
CONTRACTOR agrees to furnish all parts and labor necessary in connection with
the maintenance and repair of the Nortel Meridian 1 Switching Systems and related
items of Equipment provided by CONTRACTOR, and the associated Sub -Systems
to the extent described in Exhibit A, and otherwise set forth in this Agreement.
10.2 SERVICE FEE:
COUNTY agrees to pay an annual service fee payable, monthly for maintenance as
set forth in Exhibit A, 'Maintenance Schedule of Equipment and Software." There
will be an acceptance sign -off by the Contract Administrator (or his/her designee)
for each monthly payment for the service fee as defined and set forth in Article 5.
COUNTY will not pay for scheduled service which is not provided. If
CONTRACTOR fails to provide technical labor and support services as specified
in Exhibit A, payments shall be reduced on a pro-rata basis as set forth in
accordance with Article 5. Service fees are subject to COUNTY's Prompt Payment
Ordinance (Sec. 1-51.6 of the Broward County Code of Ordinances).
28 tsmma.oct.98, January 25, 2000
Exhibit "A"
10.3 TERM:
The term of this Maintenance Schedule of Equipment shall be coterminous with the
term of this Agreement and any renewal terms of this Agreement.
10.4 SCHEDULE:
Exhibit A identifies all Equipment at locations to be maintained and Services to be
provided under this Agreement. Based upon COUNTY requirements, new
Equipment or locations may be added to Exhibit A. As new Equipment items or
locations are added to the Maintenance Schedule of Equipment list, the items will
automatically become a part of this Agreement upon written mutual agreement of
both COUNTY's Contract Administrator and CONTRACTOR. New items added to
Exhibit A as described above, will not constitute an amendment to this Agreement.
10.5 ASSIGNED TECHNICIANS:
10.5.1 The assigned technicians (technicians that have completed a manufacturer's
training class with a certificate evidencing said fact) shall be trained to
operate and maintain the Equipment as set forth on Exhibit A. The
technicians shall be available at these locations forty (40) hours per week
from 8:00 a.m. to 5:00 p.m. (or as mutually agreed upon by COUNTY and
. CONTRACTOR) Monday through Friday (excluding Broward County
recognized holidays) and as needed to make repairs on major outages.
Assigned technicians will report daily to CONTRACTOR and accept orders
direjptl�and direction from COUNTY's Project Manager. All CONTRACTOR
technicians will adhere to rules and regulations set forth by the agency
where the work is being performed or by the Facilities Management Division
personnel. CONTRACTOR's technicians will be professional and courteous
to the telephone users. The technicians must also be willing to receive
orders from COUNTY's Project Manager, Contract Administrator, or his/her
designee, and the Telecommunication Division staff. COUNTY reserves the
right to request that a CONTRACTOR's technician be removed from the
premise should these requirements not be met.
10.5.2 At least one (1) standby technician shall be on -call twenty-four (24)
hours per day, seven (7) days per week, 365 days per year.
10.5.3 During COUNTY's regular business hours of the forty (40) hour work week,
the assigned technicians shall be available to move, add, change, and
reprogram sets, perform Software programming associated with moves,
adds, changes, relocations and feature changes of station terminals, station
wire cross -connection changes, as well as other related work as required by
29 tsrnma.oct.98, January 25, 2000
Exhibit "A"
�.J
the Contract Administrator or his/her designee. Assigned technicians shall
not be requested to perform engineering systems design functions. It is
further agreed that repair/maintenance work shall take precedence over all
other work. Also, the assigned technicians will be available to assist
COUNTY Nortel certified technicians for routine troubles; provided, however,
that repair and maintenance work shall take precedence over all other work.
10.5.4 If repair/maintenance activities are less than but no greater than a forty (40)
hour work week, the assigned technicians will perform move, add, change
and reprogram of sets and activities that do not require engineering
expertise at no additional charge to COUNTY; provided, however, that repair
and maintenance work shall take precedence over all other work.
10.5.5 Costs for technical labor will be paid by COUNTY at the rates provided
in Exhibits B and C - Unit Prices if additional technicians are required to
perform installation, moves, changes to Equipment during the regular
business day. If technicians are required to work after regular business
hours (other than for repair of major malfunction), or if such work is routine
or special maintenance (including preventative maintenance) the established
overtime hourly rate will be applicable as set forth in this Agreement.
10.5.6 During activation of COUNTY's Emergency Operations Center (CEOC),
CONTRACTOR will assign an assigned technician to work at the CEOC, at
no charge to COUNTY if during regular business hours (Monday through
Friday 8:30 a.m. to 5:00 p.m.), to provide maintenance, installation or
programming, If the time exceeds regular business hours, the COUNTY will
be charged by CONTRACTOR the appropriate "overtime" hourly rates as
indicated in Exhibits B and C.
10.5.7 On a monthly basis, a calendar for the certified assigned technicians will be
provided. The calendar shall indicate annual, sick, holiday, training, and any
other leaves of absence and shall verify the guaranteed maintenance
coverage, as required under this Agreement. It will be the requirement of
CONTRACTOR's Project Manager to deliver this calendar to COUNTY's
Project Manager on the last Tuesday of each month for the next month to
follow.
10.5.8 COUNTY and CONTRACTOR shall conduct a quarterly port count unless
waived by both parties. CONTRACTOR shall have a Nortel qualified sales
engineer either remotely verify or visually conduct a port count per quarter
per system at each COUNTY location covered under this Agreement.
30 tsmma.oct.98, January 25, 2000
Exhibit "A"
•
10.6 MAINTENANCE RESPQNSIBILITIES:
10.6.1 Minor Repair Requirements:
CONTRACTOR will begin any repair not defined as a major malfunction as
expeditiously as possible, and shall make all commercially reasonable
efforts to complete repairs within twenty-four (24) hours from the time
COUNTY reported the incident and is documented via CONTRACTOR's
tracking processes with the appropriate service ticket number. 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 status updated by
the next COUNTY official business day by notification to COUNTY's
Telecommunication Help Desk (954-357-8000). CONTRACTOR shall
respond to minor service interruptions within eight (8) business hours with
an escalation procedure submitted to address time lapses after eight (8)
business hours. In the event CONTRACTOR should fail to respond to more
than ten (10) minor outages in more than forty-eight (48) hours over a six (6)
consecutive month period, COUNTY shall be entitled to liquidated damages
of one hundred dollars ($100.00) per incident from CONTRACTOR
beginning with the eleventh (11th) failure, subject to the terms and
conditions in this Agreement; provided, however, CONTRACTOR is not
responsible in the event COUNTY should not follow CONTRACTOR's
tracking processes with the appropriate service ticket number; further
provided CONTRACTOR's failures are unrelated to or not caused by an
event Wet forth in Sections 8.5, 17.32 or 17.40. Said liquidated damages
shall not exceed five thousand dollars ($5,000.00) during any one calendar
year. The parties recognize that the extent and calculation of damages may
be difficult to ascertain, therefore, they agree that liquidated damages in the
amount stated is reasonable and is in lieu of all other remedies.
10.6.2 Major Repair Requirements:
CONTRACTOR must begin remedial maintenance for a major malfunction,
which may consist of remote diagnostics during the first 15 - 30 minutes,
after repair notification time by COUNTY to CONTRACTOR, via
CONTRACTOR's tracking processes with the appropriate service ticket
number, however, if not corrected, a technician must be on -site no less than
two (2) hours from the repair notification time documented by COUNTY.
CONTRACTOR shall start immediately and work continuously until the
problem is resolved. CONTRACTOR's technicians will follow
CONTRACTOR's Standard Technical Escalation Procedures in order to
resolve a major outage as set forth in Exhibit M. CONTRACTOR is
31 tsmma.oct.98, January 25, 2000
Exhibit "A"
•
responsible for providing COUNTY's Contract Administrator with a revised
Standard Technical Escalation Procedure to include all appropriate levels
of management with their associated contact numbers at the time this
Agreement is executed and anytime thereafter when a change occurs. In the
event CONTRACTOR should fail to respond to a major outage within two (2)
hours from the time COUNTY reported the trouble more than two (2) times
within a six (6) consecutive month period, COUNTY shall be entitled to
liquidated damages of five hundred dollars ($500.00) per incident from
CONTRACTOR beginning with the third (3rd) failure subject to the terms and
conditions of this Agreement; said liquidated damages shall not exceed five
thousand dollars ($5,000.00) during anyone (1) calendar year. In the event
CONTRACTOR should fail to repair seventy-five percent (75%) of the
reported major outages at the Governmental Center or the Judicial Complex
within sixteen (16) consecutive hours of official notification in accordance
with this Agreement, over a six (6) consecutive month period, COUNTY shall
be entitled to liquidated damages from CONTRACTOR of five thousand
dollars ($5,000.00) per incident, subject to the terms and conditions of this
Agreement; said liquidated damages shall not exceed ten thousand dollars
($10,000.00) during any one (1) calendar year.
Notwithstanding the above, CONTRACTOR shall not be responsible if
COUNTY should not follow CONTRACTOR's tracking processes with the
appropriate service tickets; further provided CONTRACTOR shall not be
responsible if CONTRACTOR's failures are unrelated to or caused by events
set forth in Sections 8.5, 17.32 or 17.40. A major repair will be downgraded
to 9 Minor repair when none of the below listed major outage defined
conditions exist. The parties recognize that the extent and calculation of
damages may be difficult to ascertain; therefore, they agree that liquidated
damages in the amount stated is reasonable and is in lieu of all other
remedies. A major outage is defined as:
1. Central Processing Unit failure if such failure substantially interferes
with the normal conduct of COUNTY's business.
2. Inability of 10% of stations to place or receive outside calls if such
failures substantially interfere with the normal conduct of COUNTY's
business. Exceptions to this rule should be escalated to COUNTY's
Project Manager and mutually agreed upon.
3. Failure of 10% or more of the stations in a building, or number of sets,
whichever is greater, if such failures substantially interfere with the
normal conduct of COUNTY's business. Exceptions to this rule
should be escalated to COUNTY's Project Manager and mutually
32 Umma.oct.98, January 25, 2000
Exhibit "A"
,7
agreed upon.
4. Failure of 10% or more of the Automated Call Distributor (ACD)
positions if such failures substantially interfere with the normal
conduct of COUNTY's business. Exceptions to this rule should be
escalated to COUNTY's Project Manager and mutually agreed upon.
5. Failure of any line or station essential for safe operation of the
building. No more than ten (10) specific lines or stations, unless
otherwise specified in Exhibit H, per building will be identified by
COUNTY and mutually agreed upon. Exhibit H identifies these
stations by location.
10.6.3 After Hour overa a Emergency Service andCONTRACTOR's Re uired
Response Specifications:
Service for a major malfunction shall be available twenty-four (24) hours a
day, seven (7) days a week, 365 days per year. In the event 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 three (3) hours from the time CONTRACTOR's
technician arrives on site, then COUNTY shall have the right to call in any
qualified and certified service organization to perform the necessary repairs
at commercially reasonable time and material rates and CONTRACTOR will
be ,responsible for the payment of such emergency service.
10.6.4 Failure of CONTRACTOR to Provide Technical Coverage:
In the event CONTRACTOR provides less than four (4) of the assigned
technicians (technicians that have completed a manufacturer's training class
with a certificate evidencing said fact), as agreed by COUNTY, as set forth
in Sections 4.2, within one (1) day, to provide Services as set forth in this
Agreement, more than five (5) times during a six (6) consecutive month
period, COUNTY shall be entitled to liquidated damages of one thousand
five hundred dollars ($1,500.00) per occurrence from CONTRACTOR
beginning with the sixth (6th) failure, subject to the terms and conditions of
this Agreement; provided, however, CONTRACTOR's failures are unrelated
to or not caused by an event set forth in Sections 8.5, 17.32 or 17.40. Said
liquidated damages shall not exceed fifteen thousand dollars ($15,000.00)
during any one (1) calendar year. However, in the event CONTRACTOR
provides less than three (3) assigned technicians as agreed by COUNTY,
on any given day, to provide Services set forth in this Agreement, COUNTY
33 tsnuna.oct.98,1anuary 25, 2000
Exhibit "A"
shall be entitled to liquidated damages of one thousand five hundred dollars
($1,500.00) per occurrence from CONTRACTOR, subject to the terms and
conditions of this Agreement; provided, however, CONTRACTOR"s failures
are unrelated to or not caused by an event set forth in Sections 8.5, 17.32
or 17.40. Said liquidated damages shall not exceed fifteen thousand dollars
($15,000.00) during any one (1) calendar year; however, in the event the
amount of liquidated damages incurred exceeds CONTRACTOR's limitation
of fifteen thousand dollars ($15,000.00) during any one (1) calendar year,
then in that event during the next succeeding year, the maximum amount of
liquidated damages shall increase to thirty thousand dollars ($30,000.00).
The maximum amount of liquidated damages shall increase in fifteen
thousand dollars ($15,000.00) increments in each following year if the
amount of liquidated damages incurred exceeds the maximum amount
during the current year. The parties recognize that the extent and
calculation of damages may be difficult to ascertain, therefore, they agree
that liquidated damages in the amount stated is reasonable and is in lieu of
all other remedies.
10.6.5 ONTRACTOR's Responsibility to, Inform COUNTY Staff of Re air S atus:
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 and return of
Equipment and for keeping COUNTY fully informed of progress, whether
repairs are made at the service station, factory or other authorized location.
CO,NTRACTOR's service station shall be made available to COUNTY's
qualified technicians for technical assistance.
r�
U
10.6.6 Repair Coverage Requirements During Normal Business Hours:
During normal working hours, COUNTY will report all repairs to COUNTY's
Telecommunications Help Desk (954-357-8000), where upon COUNTY
reports repairs to CONTRACTOR's repair center securing the correct service
ticket number, and CONTRACTOR then contacts the assigned technicians.
CONTRACTOR will perform remote diagnostics during the first 15 - 30
minutes report after repair notification report time for a major outage, and if
the system(s) cannot be restored, CONTRACTOR will dispatch technicians
needed to the site(s) if it's a remote COUNTY location in accordance with
this Agreement. The dispatched technician(s) will be responsible for having
the appropriate repair stock equipment and also for properly returning the
Equipment for repairs or replacements. The dispatched technician(s) will be
responsible for keeping COUNTY's Help Desk or reporting personnel with
a "real-time" status of the repair progress. Should the major outage be
34 tsnumoct.98, )anuary 25. 2000
Exhibit "A"
• related to the local operating company's network, CONTRACTOR's
technician(s) will act as COUNTY's agent to open a repair ticket with the
local exchange company and work on behalf of COUNTY, as commercially
reasonable and as necessary, as determined by CONTRACTOR, to trouble-
shoot the problem until the major outage is corrected.
Ll
•
10.6.7 CONTRACTOR's Technical Assistance for COUNTY Personnel:
Should a COUNTY qualified technician be involved in a minor or major
repair of the Equipment covered under this Agreement, CONTRACTOR's
technicians will provide assistance or make the arrangements for COUNTY's
technician to speak with CONTRACTOR's technical support center for
assistance. If- CONTRACTOR is unable to resolve the repair and the
manufacturer technical support center must be utilized, COUNTY will then
be responsible for the manufacturer rates that may apply.
10.6.8 CONTRACTOR's Re uirement to Stock E ui ment at COUNTY Site:
CONTRACTOR agrees to stock at a COUNTY designated secured and
locked area, spare parts and components to ensure prompt repair of the
Equipment. The required stocked parts at the designated COUNTY location
shall at minimum consist of the following:
Quantity
Descri tion of E ui ment
1
CE Power Supply
1 'i
Ringing Generator card
1
ISDN/PRI card
1
Intergroup switch card
1
Peripheral Signaling card
1
Conf/Tone/Digital card
1
Mass Storage Interface card
1
CMA
1
Clock Controller card
1
MSDL
1
ESDI
2
Superloop Network card
3
Controller 4 card
1
Peripheral Buffer
2
4 Port Analog Line card
2
4 Port SL-1 Line card
1
30V Converter
1
10V Converter
1
Ringing Generator card
Nortel Part #
NT6D41 AD
NT6D42
QPC720F
QPC412C
QPC43R
NT8D17EA
QPC584F
NTND10AA
QPC471 C
NT6D80AB
QPC513H
NTBD04
NT8D01 BC
QPC64K
QPC60H
QPC61 H
QPC82
QPC80
QPC187D
35 tsmma.oct.98. January 25, 2000
Exhibit "A"
1
Regulator -48 VDC
QPC163D
• 1
Power Monitor card
OPC84S
1
T-1 Card (4019)
Verilink CSU
1
T-1 Card (4016R)
Verilink CSU
10
Single line sets
5
SL-1 sets
2
SL-1 with display sets
5
M2008 Digital sets
NT9K08AA++
5
M2616 Digital Basic sets
NT9K16AA++
5
M2616 Digital Display sets
NT9K16AC++
1
16 Port Analog Card
NT8DO9AL
1
16 Port Digital Card
NT8D02EB
The Contract Administrator reserves the right to request that the stocked
parts list be modified, based upon supply and demands to service
COUNTY's multiple site locations. CONTRACTOR shall supply refurbished
and remanufactured Equipment if said Equipment is available via
CONTRACTOR's general product provider.
10.6.9 Equipment Failure:
If any Equipment malfunction is determined by CONTRACTOR to be the
fault of any other company, COUNTY will so notify said company and
request appropriate repairs and alterations. COUNTY, CONTRACTOR, and
the other company, if pertinent, must mutually determine the point of failure
and thOparty responsible for payment. If it is determined that the Equipment
ma(function is associated with CONTRACTOR's installation work or
Equipment itself, CONTRACTOR will pay all costs of the service call, subject
to Sections 8.5, 17.32 or 17.40.
10.6.10 CONTRACTOR's ResDonsibility to Provide C UNTY Status of Repairs:
CONTRACTOR's technicians shall provide a status of all trouble reports with
COUNTY Help Desk or with COUNTY's Telecommunications Division staff
person who reported the trouble, as soon as practical, but no later than the
next COUNTY business day. CONTRACTOR's technicians dispatched to
COUNTY's remote locations must clear the ticketed trouble before leaving
the site. Also, if there are any delays in correcting the outage,
CONTRACTOR's technicians must notify the Telecommunications Help
Desk. CONTRACTOR's technicians are responsible for confirming that the
repair has been resolved by either contacting the individual at that location
who reported the problem or by physically going to an individual phone to
make sure that the repair has been corrected. On a daily basis, the
0 36 tsmma.oa.98, January 25, 2000
Exhibit "A"
assigned technicians will either provide a verbal or written status to the
designated Help Desk personnel of all outstanding repair troubles for both
minor and major problems. In the event CONTRACTOR should fail to
provide more than four (4) daily status reports during any one (1) month as
set forth above, COUNTY shall be entitled to liquidated damages at one
hundred dollars ($100.00) per day from CONTRACTOR subject to the terms
and conditions of this Agreement; provided, however, CONTRACTOR's
failures are unrelated to or not caused by an event set forth in Sections 8.5,
17.32 or 17.40. Said liquidated damages shall not exceed one thousand
five hundred dollars ($1,500.00) during any one (1) calendar year. The
parties recognize that the extent and calculation of damages may be difficult
to ascertain, therefore they agree that liquidated damages in the amounts
stated is reasonable and is in lieu of all other remedies.
Once COUNTY implements the Telephone Management Information System
(TMIS), it will be CONTRACTOR's responsibility to update the TMIS system
with a real-time status of all minor and major repairs. CONTRACTOR's
assigned technicians will be responsible only for the completion of Service
Orders and trouble tickets status in this system as agreed to in this
Agreement. The information will be automated to include date repair is
cleared, trouble found (to include type of Equipment failure or replaced),
resolution to correct problem, and technicians name. COUNTY is
. responsible for providing all computer equipment and training in the
utilization of the TMIS to enable CONTRACTOR to perform the required
daily activities.
fi
10.6.11 preventative Maintenance Requirements:
L'
CONTRACTOR shall perform daily tests on trunks, T-1 Tie Lines, Foreign
Exchange lines, etc., to verify that they are in place and working properly
within the Meridian Switching Systems at the Governmental Center/Main
Library and Judicial Complex/Main Jail, or other locations that the parties
mutually agree to test. The assigned technician will notify COUNTY's
Project Manager or designee of status of when trunks, T-1's, Foreign
Exchange lines, etc. are not functioning in accordance with the Meridian
Switching Systems. CONTRACTOR shall verify with BellSouth Business
Systems the trunk lines which are out -of -service for twenty-four (24) hours
or more. COUNTY requests that the assigned technician act as an agent for
COUNTY in the reporting of said status of BellSouth Business Systems'
trunk lines, if repairs and maintenance of the Meridian Switching Systems
have been completed. If the assigned technicians are not available,
whereby the outage is related to BellSouth Business Systems lines, and
additional technical resources must be delivered, the labor rates charged will
37 Urnma.oct.98, January 25. 2000
Exhibit "A"
be in accordance with this Agreement. CONTRACTOR will provide a
summary of the operation of trunks, station troubles, and Meridian Switching
Sub -Systems, operations and activities shall be provided to the Contract
Administrator or its designee in the form of a Monthly Written Maintenance
Report, as requested by COUNTY.
10.6.12 Re uirements for Monthly Audit Re orts:
CONTRACTOR shall perform an on -going preventative maintenance plan
as described, and by a schedule that is published by Nortel, Inc., practices
for Nortel Equipment, and as published by the manufacturer for other
related or peripheral equipment covered by this Agreement, as set forth in
Exhibit A. This practice shall include, but not be limited to, monthly site and
Equipment inspections; battery, power and grounding, and general tests.
Findings shall be reported in the form of a mutually agreed to report provided
to the Contract Administrator. CONTRACTOR shall also be responsible for
performing a Nortel technical audit, or arranging for the appropriate
experienced person to be at any location that continuously experiences
major outages. This shall include audits of the bonding and grounding of the
system and associated protection on the cross -connect frame.
10.6.13 Re uirements for Annual Inventory Reports:
CONTRACTOR shall provide COUNTY, as requested by COUNTY and by
location, on an annual basis, with one (1) copy of an up-to-date Switch
Inventory summarizing the hardware and Software of each PBX switch
(Exkibit 1). A copy of other records maintained by CONTRACTOR that
define Equipment hardware configuration shall be provided upon request.
Such records may include the correlation of station, line and attendant
console numbers to printed circuit card modules and their slot location within
each PBX switch.
10.6.14 CONTRACTOR's Regponsibilitv to Correct Work Areas as Originally
Found:
Upon completion of any 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. This includes dust caused by the removal of ceiling tiles.
CONTRACTOR will be responsible for purchasing and replacing any ceiling
tiles that are broken by their technicians or sub -contractors.
0 38 tsnuna.oct.98, January 25, 2000
Exhibit "A"
10.7 MOVES, ADDS. or CHANGES (MAC) WORK:
10.7.1 Any modification performed by CONTRACTOR will require a written service
order known as a Requisition for Telephone Service, control form 105-22,
a.k.a. COMM-22 (Exhibit J-1). In addition to the 105-22, a separate
"Authorization to Proceed" form (Exhibit J-2) must accompany the 105-22.
This form must be signed by an authorized signer of the requesting agency
who must indicate the requesting agency's applicable charge point for billing
purposes. CONTRACTOR's technicians are not authorized to perform MAC
work unless these forms have been properly submitted to CONTRACTOR.
10.7.2 Once CONTRACTOR is in receipt of the Requisition for Telephone Service
and 'Authorization to Proceed ... ° forms, CONTRACTOR shall complete all
Service Orders, unless they are beyond the control of CONTRACTOR, in the
following time frame:
# Days to Complete (includes service order
# Sets/Lines Requested ProcessinaiLme, equipment delivery and installation)
1-5 5 business days
6 -10 10 business days
11 - 15 15 business days
16 - 20 20 business days
Over 20 To be negotiated
Should an agency require an exception to this schedule, CONTRACTOR
mq *ply an expediting fee to the Service Order, not to exceed ten percent
(10%) of the total cost of the Service Order. However, failure on
CONTRACTOR's part to meet these time frames more than six (6) times
during a six (6) consecutive month period, shall entitle COUNTY to
liquidated damages of one hundred dollars ($100.00) per incident from
CONTRACTOR beginning with the seventh (7th) failure, subject to the terms
and conditions of this Agreement, provided, however, CONTRACTOR's
failures are unrelated to or not caused by events set forth in Sections 8.5,
17.32 or 17.40. Said liquidated damages shall not exceed one thousand five
hundred dollars ($1,500.00) during any one (1) calendar year. The parties
recognize that the extent and calculation of damages may be difficult to
ascertain; therefore, they agree that liquidated damages in the amount
stated is reasonable and is in lieu of all other remedies.
10.7.3 An exception to Subsection 10.7.1 are the Elected Officials (Property
Appraiser, Broward County Sheriff and Supervisor of Elections) who produce
either their own purchase order or pay for work by check after the work is
completed. In addition to the 105-22 form, the Elected Official agencies
39
tsnima. oct.98, January 25, 2000
Exhibit "A"
•
must submit a purchase order before work is authorized for CONTRACTOR
to perform. The Property Appraiser's office currently is the only agency that
pays by a check after Services are rendered.
10.7.4 All MAC work must be signed for and accepted by an authorized signer
within the agency before it may be submitted to the Telecommunications
Division for billing.
10.7.5 Should an exception from this process occur, such as an emergency
condition or a high COUNTY official requires telephone service or support,
Contract Administrator or his/her designated staff person will authorize
CONTRACTOR to perform the work without the appropriate forms. This type
of work must be performed by CONTRACTOR's technicians as soon as
commercially reasonable once directed by COUNTY staff.
10.7.6 As established in Exhibit B and C, COUNTY's Telecommunications Division's
designated personnel will apply quotes to the daily Service Order requests.
Quoted orders made by COUNTY's Telecommunications Division staff
involving multiple telephone sets or cards to be added must be verified by
CONTRACTOR to confirm availability within the telephone system. Should
Exhibits B and C not reflect special items, a request will be made to
CONTRACTOR to provide a written quote. CONTRACTOR shall provide
a response to this request within twenty-four (24) hours, unless a site visit
is necessary, or if the request is outside scopes of work not allowing for a
simple calculation as is defined within Exhibit B and C, whereby the quote
shouldbe returned to the Telecommunications Division within forty-eight (48)
ho&s, or within a commercially reasonable time. Engineering requirements
may be necessary for a quotation utilizing site survey information and this
may require a longer period of time to return to COUNTY an accurate
quotation. CONTRACTOR requests that COUNTY appreciate these
considerations for any such requests.
10.8 ACCESS:
10.8.1 COUNTY agrees to permit and arrange full access to the premises
necessaryfor 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.
10.8.2 COUNTY represents and warrants that COUNTY's premises and conditions
to be encountered by CONTRACTOR at COUNTY's premises shall (i) be in
compliance with all applicable federal, state and local laws, rules, and
regulations; (ii) be safe and non -hazardous; (iii) not contain, or expose
40 tsmma.W.98. January 25, 2000
Exhibit "A"
CONTRACTOR's representatives to hazardous materials or hazardous
. substances. In the event of a breach of foregoing, CONTRACTOR may
immediately suspend work until COUNTY has promptly corrected such
conditions at COUNTY's expense.
10.9 OFFICE SPACE AND PARKING„ ARRANGEMENTS:
10.9.1 COUNTY shall furnish CONTRACTOR with office space for the assigned
technicians.
10.9.2 COUNTY shall furnish parking permits for CONTRACTOR's assigned
technicians for the term of this Agreement.
10.10 ANNUAL REPORT CARD AND REPORTS:
10.10.1 A mutually agreed to Annual Report Card or survey will be developed by
COUNTY and CONTRACTOR showing customer evaluation pertaining to
CONTRACTOR's annual performance, and it will be provided to the Contract
Administrator.
10.10.2 At COUNTY's request, by location, CONTRACTOR will provide an InfoPlus
Management Services Information Security Control Sourcebook, or
equivalent report for each Nortel Meridian Option 11 - 81 system at no
charge. Additional InfoPlus Management Services Security Sourcebookwill
be at the then current applicable charge.
k
10.10.3 Qt COUNTY's request, by location, CONTRACTOR will provide a check-
list of toll fraud security measurements that have been taken to safe -guard
COUNTY's telephone systems from toll hackers.
10.11 FUTURE MAINTENANCE PROVISION:
CONTRACTOR will consider maintenance coverage for future new installations, not
provided by CONTRACTOR under this Agreement, or for systems that COUNTY
acquires due to reassignment of government responsibility to support an entity or
other government agency.
10.12 VOICE AND DATA CABLING REQUIREMENTS:
10.12.1 Precautions shall be exercised at all times for the protection of persons
(including employees) and property. Barricades shall be provided by
CONTRACTOR when work is performed in areas traveled by persons, or
when deemed necessary by COUNTY's Project Manager.
0 41 Urnma.oct.98, January 25, 2000
Exhibit "A"
10.12.2 When available, floor plans and specifications will be provided by COUNTY
to CONTRACTOR. CONTRACTOR is required to examine carefully any
specifications, floor plans or drawings so as to familiarize themselves with
the conditions and requirements that may in any way affect the work to be
performed.
10.12.3 CONTRACTOR will ensure that cables and installed Equipment conform
to the manufacturer's published specifications, and will endeavor to not
disrupt services within telecommunication spaces, cable plant, main
distribution frames and, intermediate distribution frames.
10.12.4 CONTRACTOR will ensure that cables not in conduit shall meet fire codes
and shall be neatly run and have proper mechanical support and protection.
Placing cables on suspended ceiling supports and tiles shall not be
acceptable. The cable shall be suspended from the flooring/ceiling by loop
or bridle rings, or equivalent, where cable trays or conduits are not provided.
10.12.5 CONTRACTOR will ensure that cables are stretched, and wrinkles, twists
and kinks are removed. Cables shall be mounted and supported at even
intervals for security and aesthetics with hardware appropriate for the type
and size of cable provided and installed.
10.12.6 CONTRACTOR will ensure that all Category 5 cables installed shall be
labeled, certified, tested and documented. Certification shall include
complince with the appropriate standard for the type of cable installed for:
attenuation, resistance, wire map, cross talk and test pairs.
10.12.7 Where conduit or other acceptable means of installing cable are not
available, CONTRACTOR shall install surface mounted raceway molding
where required. Raceways should be UL-rated, and have positive latch or
snap design types. Raceway molding must be approved for use in plenum
space, in addition to, but, not limited to, meeting the requirements of the
South Florida Building Code and any other applicable requirements.
10.12.8 Station cables shall be terminated by CONTRACTOR on Category 3 and
5 modular jacks that are mounted on modular frame jack face plates. There
may, on occasion, be a request for 630E-4 type jacks with mounting studs.
Terminations on these jacks are to be per USOC-4 standard with the first two
(2) pairs terminated and the two (2) remaining pairs coiled and stored in jack
housing.
42 tsnuna.oct.98, January 25, 2000
Exhibit "A"
.7
10.12.9 CONTRACTOR will use care in preserving the well being of all landscaping
when performing Direct Burial Cable installations. CONTRACTOR is to
complete all restoration of surfaces that are affected. Actual cost of labor,
materials, Equipment and permits for restoring surfaces and re -landscaping
will be invoiced as a "pass through" item, and CONTRACTOR shall provide
documentation to substantiate the actual costs.
ARTICLE 11
TRAINING REQUIREMENTS
11.1 CUSTOMER SERVICE REPRESENTATIVE TRAINING OF USERS:
11.1.1 CONTRACTOR will provide on -site Customer Service Representative (CSR)
support on an as needed basis upon five (5) business days prior written
notice. Training may be related to voice mail, automated call distributor
(ACD), Meridian MAX, and all other instructions that the telephone users
may need during the term of this Agreement for Systems and Sub -Systems
set forth in Exhibits A and B. COUNTY will pay CONTRACTOR based upon
this Agreement's hourly rates for the CSR's time, as set forth in this
Agreement.
11.1.2 If, during the term of this Agreement, major outages cause loss of program-
ming, such as voice mail personal greetings, CONTRACTOR will provide
staff instructions, at no charge to COUNTY, on how to use the specific
seryic�.
11.2 COUNTY STAFF TRAINIUQ:
11.2.1 CONTRACTOR will provide two (2) Nortel certified courses per year, for a
total of ten (10) classes for the term of this Agreement of technical training
to COUNTY technical personnel. In addition to these classes,
CONTRACTOR will commit eighty (80) hours.of on -site instructor training
per year with CONTRACTOR's preference that the training is taken in one
(1) week or longer intervals of time. This training is non -cumulative and will
not be carried over at the end of each calendar year.
11.2.2 The technical training will be held at CONTRACTOR's training center, if
certified in the Nortel products, or any other recognized training facility for
these products.
11.2.3 COUNTY will pay for travel, food, and lodging in connection with training
of COUNTY technical personnel.
43 tsmma.oct.98, January 25, 2000
Exhibit "A"
0 11.3 ON -SITE TECHNICAL TRAINING:
U
11.3.1 In lieu of training at a distant site, CONTRACTOR may provide on -site
technical training courses for COUNTY's technical personnel.
CONTRACTOR requests a minimum of forty-five (45) days notice to arrange
for training at COUNTY's premises.
11.3.2 COUNTY will pay for CONTRACTOR's instructor's air -fare, lodging and
meals during the training session, in accordance with Section 112.061, of
the Florida Statutes.
ARTICLE 12
COUNTY CONTRACT ADMINISTRATOR AND PROJECT MANAGER
The Director of COUNTY's Safety and Emergency Services Department,
Telecommunications Division, shall be designated as the Contract Administrator and shall
appoint the Communication Systems Manager as the Project Manager of this Agreement.
COUNTY's Communication Systems Manager is hereby designated to represent the
Contract Administrator for all Project activities and shall be responsible for the review and
evaluation of CONTRACTOR's performance and the coordination with COUNTY
personnel, equipment and facilities in connection with the performance of work under this
Agreement. Any notices, communications or writing which may be required under this
Agreement to be given to COUNTY shall be considered received by COUNTY when
delivered to the goMmunication Systems Manager.
ARTICLE 13
INSURANCE
13.1 In order to insure the indemnification obligation contained above, CONTRACTOR
shall, at 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 Sections 13.3, 13.4, and 13.5, in accordance with the terms and conditions
required by this Article. Each insurance policy shall clearly identify the foregoing
indemnification as insured to the extent coverage is afforded under the policy.
13.2 Such policy or policies shall be without any deductible amount and 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 Broward
County Board of County Commissioners by naming COUNTY and the Broward
44 tsmma.oct.98, January 25, 2000
Exhibit "A"
• County Board of County Commissioners as additional insured under the
Comprehensive General Liability Insurance policy only.
13.3 Com rehensive General Liability Insurance: A Comprehensive General Liability
Insurance Policy shall be provided which 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 Comprehensive General
Liability Policy, without restrictive endorsements, as filed by the Insurance Services
Office and must include:
Premises and/or operations.
Independent Contractors.
Products and/or Completed Operations for contracts.
Broad Form Contractual Coverage applicable to this specific Agreement,
including any hold harmless and/or indemnification Agreement.
Personal Injury Coverage with Employee and Contractual Exclusions
removed, with minimum limits of coverage equal to those required for Bodily
Injury and Property Damage Liability.
13.4 Business Automobile Liability:
`1
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 restrictive endorsements, as filed by the Insurance Services Office, and
must include
Owned Vehicle.
Hired and Non -Owned Vehicles.
13.5 Workers' Compensation Insurance:
Workers' Compensation Insurance to apply for all employees in compliance with the
'Workers' Compensation Lave' of the State of Florida and all applicable federal
laws. In addition, the policy(ies) must include:
0 45 tsmma.oct.98, January 25, 2000
Exhibit "A"
Employer's Liability with a limit of One Hundred Thousand Dollars ($100,000.00)
for each accident.
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.
13.6 CONTRACTOR shall furnish to Contract Administrator Certificates of Insurance
evidencing the insurance coverages specified by this Article prior to beginning
performance of work under this Agreement.
13.7 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. COUNTY shall be given at least thirty (30) days notice of cancellation
and/or restrictions materially affecting the insurance as required under this
Agreement.
ARTICLE 14
PERFORMANCE AND LIQUIDATED DAMAGES
is Performance related liquidated damages that CONTRACTOR will be held
responsible for during the term of this Agreement are summarized as follows:
•
PerformapcerfAeasurement
Related Section
/Subsection Number
Liquidated Damages
Summary
1
Failure of Contractor to submit an
Section 5.8
$100.00 per incident
accurate monthly statement after six
not to exceed
(6) consecutive months starting three
$5,000.00 in a calendar
(3) months after execution of
year
Agreement.
2
Failure of Contractor to provide four
Subsection 10.6.4
$1,500.00 per incident,
(4) assigned technicians or exceeds
not to exceed $15,000
the maximum liquidated damage
in first calendar year
amounts in any one calendar year.
and an increase of
$15,000 increments
each year thereafter if
the maximum amount
in the current year is
exceeded.
46 tsmma.oct.98, January 25, 2000
Exhibit "A"
3 Failure of Contractor to respond to a Subsection 10.6.1 (1) $100.00 per
is minor outage, incident, not to exceed
$5,000 in a calendar
year.
4 Failure of Contractor (1) to respond to Subsection 10.6.2 (1) $500.00 per
a major outage more than two (2) incident, not to exceed
times in a consecutive six (6) month $5,000 in a calendar
period, and (2) if 75% of the major year
outages at the Governmental Center (2) $5,000.00 per
or Judicial Complex are not corrected incident, not to exceed
within sixteen (16) hours during a $10,000 in a calendar
consecutive six (6) month period. year.
5 Contractor technicians fail to provide Subsection 10.6.10 $100 per day, not to
status of repairs. exceed $1,500 in a
calendar year
6 Contractor fails to complete Move, Subsection 10.7.2 $100 per incident, not
Add, Change (MAC). to exceed $1,500 in a
calendar year
ARTICLE 15
TERMINATION
15.1 This Agreement may be terminated a for cause for a brea
ch ach of a material condition
pursuant to this Agreement by action of the Board or by CONTRACTOR if the party
in breach hasmot corrected the breach within sixty (60) days after written notice
from the a6grieved party identifying the breach, except that CONTRACTOR shall
be allowed a reasonable time to correct breaches related to Software where
COUNTY determines that the breach does not result in an inability to effectively use
the Software in COUNTY's business or governmental operations or (b) for
convenience by action of the Board upon not less than one hundred twenty (120)
days written notice by the Contract Administrator. This Agreement may also be
terminated by the Contract Administrator upon such notice as the Contract
Administrator deems appropriate 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 in accordance with this Agreement, 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
same provisions of this Agreement, that are excessive, notwithstanding whether any
such breaches were previously waived or cured.
0 47 tsmma.oct.98. Jan 2521f0
Y
Exhibit "A"
15.3 Notice of termination shall be provided in accordance with the "NOTICES" section
of this Agreement except that notice of termination by Contract Administrator which
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.
15.4 In the event this Agreement is terminated for convenience, CONTRACTOR shall be
paid by COUNTY termination charges as set forth in Subsection 15.4.1 and for any
Services performed as of the date this Agreement is terminated, including all costs
incurred by CONTRACTOR pursuant to this Agreement, 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 this 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 Termination Charges for Convenience:
After 12 Months:
$982,167.00
After 24 Months:
$875,088.00
After 36 Months:
$583, 392.00
After 48 Months:
$291,696.00
After 60 Months:
Contract Complete
•
15.5 In the event tHs Agreement is terminated, any compensation payable by COUNTY
shall be withheld until all documents, if requested pursuant to an ongoing audit by
COUNTY, are provided to COUNTY pursuant to Section 17.2.
15.6 Remedies:
15.6.1 In the event of termination for cause of this Agreement by COUNTY pursuant
to Section 15.1, above, COUNTY may, without being required to elect
remedies:
Take any other action available to COUNTY, whether at law or in
equity, including proceedings for damages, for recovery of monies
paid and/or for specific performance; provided, however, that the
above remedies are cumulative and COUNTY acknowledges that it
cannot demand or collect any remedies beyond the amount of its
damages hereunder.
2. Upon termination of this Agreement pursuant to the above and upon
48 tsmma.oct.98, January 25, 2000
Exhibit "A"
fulfillment of the remedies available to COUNTY under this Section,
CONTRACTOR shall be entitled to recover, at its expense, any items
delivered to COUNTY prior to the termination, and COUNTY agrees
to turn such items over to CONTRACTOR subject to any restrictions
upon COUNTY by reason of any liens, orders or legal restrictions
pending against the property.
15.6.2 In the event termination for cause of this Agreement by CONTRACTOR
pursuant to Section 15.1, above, CONTRACTOR may:
Take any other action available to CONTRACTOR, whether at law or
in equity, including proceedings for damages, for recovery of monies
paid and/or for specific performance.
2. Upon termination of this Agreement pursuant to the above and upon
fulfillment of the remedies available to CONTRACTOR under this
Section, COUNTY shall be entitled to recover, at its expense, any
items of COUNTY owned equipment delivered to CONTRACTOR
prior to the termination, and CONTRACTOR agrees to turn such
Equipment over to COUNTY subject to any restrictions upon
CONTRACTOR by reason of any restrictions upon CONTRACTOR
by reason of any liens, orders or legal restrictions pending against the
property.
15.7 Termination_with_Cause:
�f
COUNTI may terminate this Agreement with CONTRACTOR should
CONTRACTOR not perform to the obligations set forth within this Agreement in
accordance with Section 15.1.
COUNTY reserves the right to terminate this Agreement should liquidated damages
paid by CONTRACTOR exceed fifty thousand dollars ($50,000.00) during any six
(6) month consecutive period and CONTRACTOR fails to meet five (5) of the six (6)
performance criteria categories set forth in Article 14 and in which liquidated
damages are paid over a six (6) month consecutive period.
ARTI LE 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
0 49 tsnuna.oct.98, January 25, 2000
Exhibit "A"
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 the COUNTY's
Selection/Negotiation Committee established for this project as soon as practicable.
The Committee's decision shall be in good faith and the chair of the committee shall
render a decision within fifteen (15) work days, and if not agreeable to
CONTRACTOR, the issue shall be presented for mediation, each party to pay its
costs. The mediator shall be mutually agreed upon by the parties. Notwithstanding
this section, the parties shall retain all their legal rights and remedies provided in
law or equity.
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
0 17.1 OWNERSHIP OF DOCUMENTS:
Any and all reports, photographs, surveys, provided or created in connection with
this Agreeifient are and shall remain the property of COUNTY. In the event of
termination of this Agreement, any reports; such as traffic, inventory, switch audit,
service and or MAC logs and photographs, surveys, prepared by CONTRACTOR,
whether finished or unfinished, shall become the property of COUNTY and
CONTRACTOR.
17.2 AUDIT RIGHT AND RETENTION OF RECORDS:
COUNTY shall have the right to audit the books, records, and accounts of
CONTRACTOR that are related to this Project. 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, at reasonable times 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. ),
0 so tsmrna.ocL98, January 25, 2000
Exhibit "A"
C7
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 and 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. Any incomplete or incorrect entry in such books,
records, and accounts shall be a basis for COUNTY's disallowance and recovery
of any payment upon such entry.
17.3 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
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 obligations under this Agreement and
to complete the work for the consideration set forth herein.
This Agreement does not include work with, or in any area containing, any asbestos
or other hazairdous substances.
CONTRACTOR shall at all times make commercially reasonable effort to conduct
its work so as to insure the least possible obstruction to COUNTY and the least
inconvenience to the vicinity of the work site.
17.4 COORDINATION:
CONTRACTOR shall fully cooperate and coordinate the installation of all Systems,
Sub -Systems, 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 Project
Manager. 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.
51 tsmma.oct.98, January 25, 2000
Exhibit "A"
17.5 NON DISCRIMINATION EQUAL EMPLOYMENT OPPORTUNITY AND
is AMERICANS WITH DISABILITIES ACT:
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 %) , 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
161/) in performing any Services pursuant to this Agreement.
11
17.6 SUBCONTRACTORS:
17.6.1 CONTRACTOR shall provide COUNTY with a list of subcontractors. In the
event that CONTRACTOR, during the course of the work under this
Agreement, requires the services of any subcontractors other than those
listed, CONTRACTOR must secure the prior written approval of COUNTY's
Project Manager, 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. COUNTY
reserves the right to disapprove with reasonable cause any subcontractor or
its employees.
17.6.2 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 any sums to any subcontractor.
52 tsmma,oa.98, January 25, 2000
Exhibit "A"
17.7 ASSIGNMENT AND PERFORMANCE:
Neither this Agreement nor any interest herein shall be assigned, transferred, or
encumbered by either party without prior written consent of the other party and said
consent shall not be unreasonably withheld. CONTRACTOR may assign this
Agreement to an affiliate or related company of CONTRACTOR existing at the time
of execution of this Agreement without COUNTY's consent.
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 the Scope of Services 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 function in all material respects in accordance with manufacturer's
published specifications, as set forth in this Agreement and is consistent with
industry standards.
17.8 REPRESENTATION of COUNTY and CONTRACTOR:
. 17.8.1 It is recognized that questions in the day-to-day conduct of the project will
arise. COUNTY's Contract Administrator upon request by CONTRACTOR
shall dpsignate in writing and shall advise CONTRACTOR in writing, of one
(1)"or more COUNTY employees to whom all communications pertaining to
the day -today conduct of the project shall be addressed.
17.8.2 CONTRACTOR shall inform the Contract Administrator in writing of the
representatives of CONTRACTOR to whom matters involving the conduct of
the project shall be addressed. In addition, CONTRACTOR shall provide a
list to COUNTY of all staff members who will be working on the project and
their respective areas of responsibility. COUNTY shall have the opportunity
to review the list and request changes of personnel based upon their stated
qualifications or past interactions with the COUNTY. CONTRACTOR shall
provide updated lists as necessary.
17.9 PRIOR AGREEMENTS:
The parties agree that there are not commitments, agreements or understandings
concerning the subject matter of this Agreement that are not contained in this
document. Accordingly, the parties agree that no deviation from the terms hereof
shall be predicated upon any prior representations or agreements whether oral or
53 tsmma.oct.98, January 25, 2000
Exhibit "A"
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 17.13 below.
17.10 INCORPORATION BY REFERENCE:
The truth and accuracy of each °Whereas" clause set forth above is acknowledged
by the parties. The attached Exhibits A, B, C, D, E, F, G, H, I, J-1, J-2, K, L and M
are incorporated into and made a part of this Agreement.
17.11 MULTIPLE ORIGINALS:
This Agreement may be fully executed in four (4) copies by all parties, each of
Mich, bearing original signatures, shall have the force and effect of an original
document.
17.12 APPLICABLE LAW and VENUE:
This Agreement shall be interpreted and construed in accordance with and
governed by the laws of the State of Florida. Venue for litigation concerning this
Agreement shall be in Broward County, Florida.
. 17.13 AMENDMENTS:
No modification, amendment, or alteration in the terms or conditions contained
herein shell the effective unless contained in a written document prepared with the
same or similar formality as this Agreement and executed by the Board and
CONTRACTOR.
F-
LJ
17.14 NOTICES:
Whenever either party desires to give notice to the other, such notice must be in
writing, sent by certified United States Mail, postage prepaid, return receipt
requested, or by hand -delivery with a request for 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:
S4 tsnu a.oct.98, January 25, 2000
Exhibit "A"
FOR COUNTY:
Director Telecommunications Division
Broward County Safety and Emergency Services Department
115 South Andrews Avenue, Suite 325
Fort Lauderdale, FL 33301
Fax: (954) 357-8518
BellSouth Communication Systems, Inc.
Senior Account Manager for Broward County Government
6451 North Federal Highway, Suite 1220
Fort Lauderdale, FL 33308
Fax: (954) 351-3989
17.15 WAIVER -OF BREACH:
Either parties' failure to enforce any provision of this Agreement shall not be
deemed a waiver of such provision or modification of this Agreement. A waiver of
any breach of a provision of this Agreement shall not be deemed a waiver of any
subsequent breach and shall not be construed to be a modification of the terms of
this Agreement.
17.16 PUBLIC ENTITY CRIME STATEMENT:
It
CONTRACTOR represents that the execution of this 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 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
55 tsnuna.oct.98, January 25, 2000
Exhibit "A"
287.133, Florida Statutes, as a "public entity crime" and that it has not been formally
charged with committing an act defined as "public entity crime" regardless of the
amount of money involved or whether CONTRACTOR has been placed on the
convicted vendor list.
17.17 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 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.
17.18 PREVAILING WAGE REQUIREMENT:
If construction work in excess of Two Hundred Fifty Thousand Dollars
($250,000.00) is required of, or undertaken by, CONTRACTOR as a result of this
Agreement, Broward County Ordinance No 83-72, as may be amended from time
to time, shall be deemed to apply to such construction work; and further
CONTRACTOR shall fully comply with the requirements of such ordinance and
shall satisfy, comply with, and complete the requirements set forth in Exhibits F and
G.
i 17.19 THIRD PARTY BENEFICIARIES:
C�
Neither CONTRACTOR nor COUNTY intend to directly or substantially benefit a
third pa4 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 party or entity under this Agreement.
17.20 CONTINGENCY 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 Agreement price or otherwise recover the full amount of such fee, commission,
percentage, gift or consideration.
56 tsmma.oct.98, January 25, 2000
Exhibit "A"
17.21 JOINT PREPARATION:
The parties acknowledge that they have sought and received whatever competent
advice and counsel as was necessary for them to form a full and complete
understanding of all rights and obligations herein and that the preparation of this
Agreement has been their joint effort. The language agreed to expresses their
mutual intent and the resulting document shall not, solely as a matter of judicial
construction, be construed more severely against one of the parties than the other.
17.22 COMPLIANCE WITH LAWS:
CONTRACTOR shall comply with all federal, state, and local laws, codes,
ordinances, rules and regulations in performing its duties, responsibilities and
obligations pursuant to this Agreement.
17.23 SEVERANCE:
In the event a material condition in 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. The
election to terminate this Agreement based upon this provision shall be made within
seven (7) days after the finding by the court becomes final.
17.24 PRIORITY OF PROVISIONS:
If there is,a Conflict or inconsistency between any term, or provision of any exhibit
attached `hereto, and a term or provision of Articles 1 through 17, the term or
provision contained in Articles 1 through 17 of this Agreement shall control and be
given effect.
17.25 OPTION FOR ADDITIONAL ENGINEERING SERVICES:
CONTRACTOR agrees to provide COUNTY with consulting services on an as -
requested and mutually agreed to basis. The cost of this service is identified in
Exhibits B and C.
17.26 APPLICABILITY TO PARTICIPATING GOVERNMENT AGENCIES -
CONTRACTOR agrees that the rates set forth in Exhibits B and C shall be offered
to any local or state governmental agency or entity wishing to participate, excluding
the federal government. 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 Exhibits B and
C.
57 tsmma.oct.98, Januaty 25, 2000
Exhibit "A"
17.27 DRUG -FREE WORKPLACE CERTIFICATION:
It is a requirement of COUNTY that it enter into agreements 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. Executive of this Agreement
by CONTRACTOR shall 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,
17.28 NON-COLLO-ION 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 CONTRACTOR.
Failure of CONTRACTOR to disclose any relationship described herein shall be
reason fqr t6rmination of this Agreement and debarment in accordance with the
provisions of the Broward County Procurement Code.
17.29 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.
17.30 RISK OF LOSS:
Risk of Loss for Equipment shall pass to COUNTY upon the happening of the
following:
All risk of loss or damage shall pass to COUNTY as to each item of Equipment on
the date of delivery to the mutually agreed COUNTY designated site.
0 Either party shall be liable for loss or damage to Equipment caused by negligence
58 tsmma.oct.98, January 25, 2000
Exhibit "A"'
0 of its officers, employees, agents or subcontractors.
17.31 TITLE:
Title to Equipment shall pass to COUNTY upon payment in full to CONTRACTOR
of the total price for Equipment/Service in the applicable Service Order.
17.32 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:
17.32.1 Delay caused by the acts or omissions of the other party;
17.32.2 Fire, explosion, breakdown of plant, epidemic, hailstorm, hurricane,
tornado, cyclone, flood, power failure, lightning, water, or other acts of God;
17.32.3 War, revolution, civil commotion, acts of public enemies, blockage, or
embargo; or
17.32.4 Delay caused beyond the reasonable control of the affected party;
Then 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 commercially reasonable efforts to
avoid or remove such causes of non-performance and both parties shall perform
promptly whenever such causes are removed or ceased.
17.33 TAXES:
CONTRACTOR acknowledges that COUNTY is a tax exempt entity, and COUNTY
agrees to provide CONTRACTOR with written proof of such status upon request.
17.34 DEFAULT BY COUNTY:
Upon any default by COUNTY under this Agreement, including the refusal to accept
Equipment which meets the standards for Acceptance set forth in this Agreement,
CONTRACTOR may exercise all remedies to which CONTRACTOR may be entitled
to in law or in equity, including specific performance. Additionally, CONTRACTOR
may declare all sums due or to become due hereunder and COUNTY, following a
receipt of a proper invoice, as defined in COUNTY's Prompt Payment Ordinance,
59 tsmma.oct.98, January 25, 2000
Exhibit "A"
Section 1-51.6, Broward County Code of Ordinances, will make payment to
CONTRACTOR in accordance with said Ordinance, including payment of interest
as established in the Ordinance for any late payments to CONTRACTOR.
CONTRACTOR shall not be obligated to perform Services hereunder if COUNTY
is in default of any of its obligations under this Agreement for any Order, following
written notice to COUNTY identifying the breach and giving COUNTY sixty (60)
days opportunity to cure said breach. If COUNTY does not cure said breach within
the time frame identified herein, CONTRACTOR may suspend or cancel any
outstanding, unfulfilled Orders without in any way affecting its rights under this
Agreement. If CONTRACTOR elects to continue performing under any Order,
CONTRACTOR's actions shall not constitute a waiver of any default by COUNTY.
17.35 PRICES:
The total price for the Equipment and/or Services shall be stated in the applicable
Order. The Total Equipment price for Equipment includes standard shipping
charges, as applicable. Expedited Service requested by COUNTY may involve
additional charges as set forth in Exhibits B and C.
17.36 WARRANTIES:
(a) CONTRACTOR warrants that at Acceptance, and for the duration of the
warranty period referred to in Subsection 7.7.1 above, each item of Equipment will
function in all material respects in accordance with the manufacturer's published
specifications, provided it is not damaged as set forth in Section 17.40 and is used
according tof standard operating instructions issued by the manufacturer or
CONTRACTOR. In addition, the warranty period of Equipment moves, additions
and changes (MAC) shall be as set forth in Subsection 7.7.2 above. The parties
may agree in writing that the warranty periods as to particular items of Equipment
and/or for MAC work may be greater or less than as provided for above. (b) IF
AGREED TO BY COUNTY IN WRITING, CERTAIN MISCELLANEOUS
EQUIPMENT MAY BE SOLD "AS IS" AND WILL CARRY NO WARRANTY
WHATSOEVER FROM CONTRACTOR OTHER THAN WARRANTY OF TITLE.
Any warranty for "AS IS" Equipment will be provided directly by the manufacturer
of such Equipment in accordance with the manufacturer's applicable warranty
procedure. Such Equipment shall be clearly indicated on the applicable Order as
Manufacturer's Direct Warranty ("MOWS"). CONTRACTOR OFFERS NO
MAINTENANCE SERVICE OR WARRANTY FOR THESE PRODUCTS. The
warranty period for an item of Equipment will not be enlarged by CONTRACTOR's
repair or replacement thereof. (c) All warranties extend only to COUNTY and do
not extend to any subsequent purchaser, transferee, or assignee of the Equipment,
unless prior written consent is obtained from CONTRACTOR for the extension of
the warranties to such purchaser, transferee or assignee.
60 tsmrna.oct.98, January 25, 2000
Exhibit "A"
•
17.37 WARRANTY SERVICE:
CONTRACTOR agrees to provide as to Equipment urchase from CONTRACTOR p ,
except as set forth herein, warranty service to keep the Equipment in, or restore the
Equipment to operate as warranted in Sections 7.7.1, 7.7.2 or 17.36 above. If
CONTRACTOR is unable to repair defective items, CONTRACTOR will replace
such items. If neither repair nor replacement are reasonably available to
CONTRACTOR, then CONTRACTOR may elect instead to return (a) the price paid
to CONTRACTOR for the purchased Equipment and/or the one-time fee paid for the
licensed Software that is not to be repaired or replaced and (b) the monies paid for
any and all other related Equipment and/or Software or the System or Sub -System
that in all material respects fails to perform in accordance with the manufacturer's
published specifications by reason of CONTRACTOR's failure to repair or replace
the defective item(s). The amount of the repayment of such monies and/or fees
shall be based on a seven (7) year straight line depreciation schedule for each item
for which repayment is to be made and the depreciation period shall begin as of the
date such item was installed by CONTRACTOR. Warranty Service includes
preventative maintenance based upon the specific needs of the individual items of
the Equipment and unscheduled, on -call remedial maintenance during warranty
coverage. Warranty service will include adjustments and replacement of parts
deemed necessary by CONTRACTOR at no cost to COUNTY. Replacement or
additional parts and Equipment may be either (1) new or reconditioned and
equivalent to new and (2) equivalent to new in performance. Replacement
Equipment will be furnished on an exchange basis, and the replaced items become
the property of CONTRACTOR.
ri
17.38 INSTALLATION:
If ordered by COUNTY and if COUNTY agrees to pay applicable installation
charges, CONTRACTOR will install the Equipment. Pursuant to a MAC Order,
COUNTY agrees to provide, in a timely manner, COUNTY information, a suitable
installation environment, access, and electrical and communications connections
as stated in an applicable CONTRACTOR installation manual or as otherwise
specified by a CONTRACTOR. COUNTY agrees to notify CONTRACTOR as
promptly as practicable if COUNTY requires postponement of any installation. If
CONTRACTOR or Equipment specifications require nonstandard wiring or other
work, COUNTY will incur additional installation charges as set forth in Exhibits 8
and C.
If the Equipment is not to be installed by a CONTRACTOR, COUNTY warrants that
all Equipment is to be installed by COUNTY's certified employees at its premises
and is not for resale.
61 Un ma.oct.98. Januan• 25. 2000
Exhibit "A"
17.39 . MAINTENANCE SERVICE:
(a) If Equipment is not under a CONTRACTOR warranty or under maintenance as
agreed by the parties at the beginning of the initial term of this Agreement, or if
additional items are added by COUNTY, CONTRACTOR will inspect the equipment
and perform any necessary repairs at CONTRACTOR's rates as set forth in Exhibits
B and C, in addition to the price for materials needed for repairs.
(b) Maintenance charges, as set forth in Sections 10.1 and 10.2, if at any time
additional equipment or additional ports are added to the original Equipment, a new
prorated charge computed at CONTRACTOR's then current rates will be added to
the total maintenance charge to reflect the additional equipment being serviced,
subject to Sections 17.36 and 17.39 above. The parties will account for additions
on a quarterly basis. The total maintenance charge may also be increased annually
during the term of the maintenance service by an amount equal to the percentage
increase by the consumer price index (CPI) over the previous year, not to exceed
a three percent (3%) maximum increase per year.
17.40 WARRANTY AND MAINTENANCE SERVICE EXCLUSION
17.40.1 Warranty and maintenance services do not cover any COUNTY -provided
cable or equipment unless approved in writing by CONTRACTOR.
17.40.2 CONTRACTOR shall respond to any service call requested by COUNTY,
howev?r, COUNTY acknowledges the following:
(a) Maintenance services do not cover damages to or failure of the
Equipment or increases in service time resulting from causes other than the
normal wear and tear of the Equipment including, but not limited to misuse
or negligent operation of the Equipment, accident, theft, unexplained loss,
lightning, electrical power surge, fire, flood, wind, acts of God, failure of
COUNTY to maintain a proper operating environment, or repair, relocation
or alteration of the Equipment by anyone other than CONTRACTOR or its
designated agents and;
(b) Warranty services, set forth in Section 7.7, does not cover damages to
or failure of the Equipment or increases in service time resulting from causes
or circumstances external to the Equipment including, but not limited, to
misuse or negligent operation of the Equipment, accident, theft, unexplained
loss, lightning, electrical power surge, fire, flood, wind, acts of God, failure
of COUNTY to maintain a proper operating environment, or repair, relocation
or alteration of the Equipment by anyone other than CONTRACTOR or its
designated agents. Any site visits or repairs made by CONTRACTOR that
62 tsnuna.oct.98, January 25, 2000
Exhibit "A"
are necessitated by any of these excepted causes shall be at the sole
expense of COUNTY, including the cost of all materials at CONTRACTOR's
then current rates.
17.41 SURVIVAL:
Any obligations of CONTRACTOR and COUNTY which by their terms would
continue beyond the termination, cancellation or expiration of this Agreement or any
Service Order shall survive with such termination, cancellation or expiration.
•
11
•
63 tsmma.oct.98, January 25, 2000
Exhibit "A"
•
•
IN WITNESS WHEREOF, the parties have made and executed this Agreement:
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
P day of 1a , 2000, and BELLSOUTH COMMUNICATION SYSTEMS, L.L.C.,
signed by and througH its Vice President , duly authorized to execute same.
AGREEMENT BETWEEN BROWARD COUNTY AND BELLSOUTH COMMUNICATION
SYSTEMS, L.L.C. FOR MAINTENANCE SERVICE AND SUPPORT OF NORTEL
MERIDIAN PRIVATE BRANCH EXCHANGE (PBX) AND DESIGNATED NORSTAR
TELECOMMUNICATION SYSTEMS, SUB -SYSTEMS AND EQUIPMENT.
ATTES
Broward County Administrator elp
Ex-officio Clerk of the Broward be
Board of County Commissioners
so
C FI
o roward ounty, orida
Insurance requirements
approved by Broayarb County
Risk Management Division
WITNESSES
ture
Signature
BROWARD COUNTY, through its
Board of ty Commissioners
BY
ahty' n `'10 = C it
4 day o � � 2000.
Apiroved as to form by
Ofe of County Attorney
fa�Broward County, Florida
`''•••••''
,,f8ward A. Dion, County Attorney
Governmental Center, Suite 423
115 South Andrews Avenue
Fort Lauderdale, Florida 33301
Telephone: (954) 357-7600
Teleco r: (954) 357-764
By - �Ll
Patrice M. Eichen
Assistant County Attorney
CONTRACTOR
BELLSOUTH COMMUNICATION
SYSTEMS, L. C. "
By
Vice President
31 st day of January 2000.
(Corporate Seal)
64 tsirma.oct.98, January 0 l
•
4
4
SCHEDULE FOR PURCHASE OF
EQUIPMENT AND/OR SERVICES
YELLsour/ / ® Exhibit "1°
BellSouth Communication Systems,lnc.
-Customer:
Customer Number
Location Number
Agreement Number
CITY OF TAMARAC
75568
BCS 422886
InstallabonAddtess.Ser"Cenler
Maint. Order Number
8601 W. Colrlrrtercial
Order Number:
Maim Atmogtx�teNumber
City: TAMARAC State: FL Zip: 33321
Autoquote Number:
Refurbished
Customer Reference Number
Customer Initials
(For Information Purposes Only)
Except As Otherwise Noted
Total
Maintenance
No. Of
Price
Total
_—_
Warranty Length Months
Notes
Equipment
Service Type
Units/
Per
Maintenance
QtY
Warranty Type: NONE
Price
Full=FMS
Station/
Unit/
Price
Other:
Depot=DMS
Ports
Station/
Port
Equipment Description
1
MODULAR ICS CABINET W/FAST RADII
$ 182.01
NONE
l
MICS NA 4.1 SOFTWARE
$ 1,298.24
NONE
l
FIBER STATION MODULE
$ 586.70
NONE
I
FIBER 6 PORT EXP W/SERVICES CARD
$ 786.43
NONE
2
FIBER TRUNK MODULE
$ 674.08
NONE
7
CALLER ID TRUNK CARTRIDGE
$ 3,145.73
NONE
30
M7310 DIGITAL SPEAKERPHONES - ASH
$ 5,460.30
NONE
1
ONEAC 40OXA UPS BATTERY BACK UP
$ 1,039.23
NONE
20
ANALOG LINE PROTECTORS
$ 305.80
NONE
SEE SECOND PAGE/ 1ST SUBTOTAL
$13,478.52
NONE
quipment Payment
Maintenance Payment
Shipping
$252.96
Page Total
❑Cash
❑Monthly
$9,633.93
Customer Initials
i
(AdditionalPages)
Sub -Total Additional Pages
�
❑ Quarterly
Total Equip. ui Price
$23,365.41
%With Order
% At Delivery
❑ Annually
(Excluding taxes)
Total Monthly Mait>lenanoe Cita ge
At Cutover
(Excluding Taxes)
❑Lease
/
Telephone Color:
ASH
Total Number of Months 48
Customer Initials
Maintenance Service
(Applies to all telephones unless otherwise
Commencement Date
noted in the equipment
description.)
Maintenance Term
( )
Customer Initial:
Estimated Cutover
Additional a ui ment may be required to increase line/station size in excess of the cquippcd ca acity as shown above, up to the s stem's maximum capacity.
Exempt ®Yes ❑No
Maintenance Service After Warranty
Electrical Damage Repair Service for Key Systems
Only
04008200016
❑ Accepted
Declined
Customer Initials
Accepted
Customer Initials
Tax Exempt Certification Number
p
Customer Initials
❑ Declined
Customer Initials
Pursuant to the terms and conditions of the Agreement referenced above, Customer agrees to purchase and BellSouth Communication Systems, Inc, agrees to
provide Equipment and/or Services described in this Order. This Order shall automatically incorporate therein all the terms and conditions of the Agreement, and
any and all terms and conditions on any Customer order forms, purchase orders or other Customer documents shall be deemed deleted. If Customer elects the
"Lease" option and for any reason the lease is not finalized Customer agrees to pay "Cash" per BellSouth's
then standard payment terms for the Equipment and/or
services covered by this Order.
Accepted by:
USTOMER
BellSouth Communication
Systems, Inc.
Authorized Signature Date
Authorized Signature Date
M. E. Nevitt
Account Exec.
Name (Type or Print) Title
Name (Type or Print) Title
Paee 1 Of 2
Exhibit "1"
4
Additional Page(s)
SCHEDULE FOR PURCHASE OF
EQUIPMENT AND/OR SERVICES
OO BELLSOUTH"
BellSouth Communication Systems, Inc.
ofT
DQ5 4 886
Agreement Number
T
_ Customer Name
..._75LL
Customer Number
Location
Qty-
Except As Otherwise Noted
Warranty Length _ Months
Maintenance Type: NONE
Other:
Notes
Total
Equipment
Price
Maintenance
Service Type
Full=FMS
Depot=DMS
No. Of
Units/
Station/
Ports
Price
Per
Unit/
Station/
Port
Total
Maintenance
Price
Equipment Description
CONTINUED FROM PREVIOUS PAGE
NONE
NONE
2
GROUND BAR
$ 16.18
NONE
2
POWER STRIP
$ 29.96
NONE
1
NORSTAR VOICE MAIL
$ 5 240.39
NONE
12
LIGHTNING PROTECTION PACKAGE
$ 323.40
NONE
NONE
LABOR
$4,024.00
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
Subtotal $9,633.93
Subtotal
CUSTOMER INITIAL
WLLSOUTH INITIAL
Additional Page(s) Page 2 Of 2
ES0698
SCHEDULE FOR PURCHASE OF
EQUIPMENT AND/OR SERVICES
@ BELL O TH 0 Exhibit "2"
BellSouth Communication Systems,lnc.
Customer: CTIYOFTAMARAC
Customer Number Location Number
Agreement Number
75568
BCS 422886
IrEbl-�aiAddirss:SENIIORCENTER
Maint. Order Number
W. COMMERCIALBLVD.
Order Number:
Matnt.A=quc0ENmixr
City: TAMARAC State: FL Zip: 33321
Autoquote Number:
❑Refurbished
Customer Reference Numbe
Customer Initials
(For Information Purposes Only)
Except As Otherwise Noted
Total
Maintenance
No. Of
Price
Total
Qty.
Warranty Length _ Months
Notes
Equipment
Service Type
Units/
Per
Maintenance
Warranty Type: NONE
Price
Full=FMS
Station/
Unit/
Price
Other:
Depot=DMS
Ports
Station/
Equipment Description
Port
35
Dual Runs - 1 CAT 3 and 1 CAT 5E
$8,495.00
NONE
1
Wall Mount Patch Panel
$0.00
NONE
35
Patch Cords CAT 5E
$0.00
NONE
NONE
NONE
NONE
NONE
NONE
NONE
NONE
quipment Payment
Maintenance Payment
Shipping
Page Total
❑Cash
❑ Monthly
Sub -Total
Customer Initials
f
(Additional Pages)
Sub -Total Additional Pages
❑ Quarterly
Total Equip. Price S8,495.00
% With Order
_
% At Delivery
❑ Annually
(Excluding taxes)
% At Cutover
Total Monthly Mairttersv= Cimge
(Excluding Taxes)
❑Lease
/
Telephone Color:
Total Number of Months
Customer Initials
Maintenance Service
(Applies to all telephones unless otherwise
Commencement Date
noted in the equipment description.)
(Maintenance Term)
Estimated Cutover
Customer Initial:
Additional equipment may be required to increase line/station size in excess of the eQUipped ccpacity as shown above, up to the s stem's maximum capacity.
Exempt:l ®Yes ❑No
Maintenance Service After Warranty
Electrical Damage Repair Service for Key Systems
i
Only.
04008200016
ElAccepted
Customer Initials
❑Accepted
Tax Exempt Certification Number
ElDeclined
Customer Initials
Customer Initials
® Declined
Customer Initials
Pursuant to the terms and conditions of the Agreement referenced above, Customer agrees to purchase and BellSouth Communication Systems, Inc. agrees to
provide Equipment and/or Services described
in this Order. This Order shall automatically incorporate therein all the terms and conditions of the Agreement, and
any and all terms and conditions on any Customer order forms, purchase orders or other Customer documents shall be deemed deleted. If Customer elects the
"Lease" option and for any reason the lease is
not finalized Customer agrees to pay "Cash" per BellSouth's then standard payment terms for the Equipment and/or
services covered by this Order.
Accepted by:
USTOMER
BellSouth Communication Systems, Inc.
Authorized Signature
By
Date Authorized Signature Date
M. E. Nevitt Account Exec.
Name (Type or Print)
Title Name (Type or Print) Title
page I Of I
G'
0
AGREEMENT
THIS AGREEMENT is entered into on M 2000 between the
City of Tamarac, a municipal corporation with princ pal offices located at 7525
NW 88t" Avenue, Tamarac, Florida 33321 ("the City") and BellSouth
Communication Systems, L.L.C. with principal offices located at 6451 North
Federal Highway, Suite 220, Fort Lauderdale, FL 33308 (Contractor), for the
purpose of providing a turnkey telephone system and premises wiring for the
Community Center in the City of Tamarac. The parties hereby agree to the
following terms and conditions.
In return for valuable consideration in an amount not to exceed
$31,860.41, Contractor shall comply with the terms and conditions within the
Broward County Telephone System Master Maintenance Agreement # 060597-
RB attached hereto as Exhibit A. All terms and conditions of "Contract documents
set forth in Exhibit A are incorporated herein as if set forth in full, except as
modified by the proposal specific to the City of Tamarac, as set forth in Exhibit 1
and Exhibit 2 incorporated as if set forth in full.
Upon execution of this Agreement, all references" made,#o,Breward County
in Exhibits A and 1 and 2 shall be interpreted as pertaining to" Tjr. 'arac, and all
terms and conditions of Exhibits A and 1 and 2 shall be deemed�4s having been
implemented for use within the City of Tamarac. It is understood that wherever
the words "agency name" or "agency board name" appear, they shall be read as
"City of Tamarac" and "City of Tamarac Commissioners."
This agreement and attached Exhibits A and 1 and 2 constitute the entire
agreement between the City and the Contractor, BellSouth Communication
Systems, L.L.C.
0 (Remainder of page intentionally left blank)
IN WITNESS WHEREOF, the parties have made and executed this
Agreement on the respective dates under each signature. The City of Tamarac,
through its Mayor and Bell South Communication Systems, L.L.C. through
YG& $O�rySGt,y1 , duly authorized to execute same.
ATTEST:
Marion Swenson, CIVIC
Interim City Clerk
Date: _ L7Z T
ATTEST:
(Corporate Se retary
Type/Print Name of Corporate Secy.
(CORPORATE SEAL)
CITY OF TAMARAC
By:
oe Schreiber, Mayor
�. ✓../ j��O U ��
Date:
Jeffrey Miler, City Manager
Date: a 00
as
Mitchell S. Kraft, City
a
BEL SOUTH COM. SYS.
I ra 8 at l
(Name of President)
Type/Print Name of President
LJ
.7
L�
Date: i5_• 1 b • 00
ACKNOWLEDGEMENT
STATE OF FLORIDA
-SS
COUNTY OF Nr60WA-:
I HEREBY CERTIFY that on this day, before me, an Officer duly
authorized in the State aforesaid and in the County aforesaid to take acknowledgments,
rsonally appeared 11-4L J30L4M0,A, Sad A4 h P.i of
S SAS VAM (cifficer or agent and title)
(name of corporation) ' & • L-• P.
a
Corporation, to me known to be the
(State or place of corporation)
person(s) described in and who executed the foregoing instrument and I r6L h0m,"
acknowledged before me that execute the
same.
WITNESS my hand and official seal this ' ? _ day of MW,
2060 .
Apt
M. E. NEWT
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;C;
COMMISSION i CC628926
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EFnj
EXPIRES APR 26.2001
iOF
aop► W THROUGH
I
AIIANTIC BONDING CO. INC
NOTARYTUBLIC, tate of Florida
at Large
M.L. Mevil ff
(Name of Notary Public: Print,
Stamp, or Type as Commissioned)
(gyp) Personally known to me or AG/` aU/-'7'V
( ) Produced Identification
Type of I.D. Produced
(X) DID take an oath, or ( ) DID NOT take an oath.