HomeMy WebLinkAboutCity of Tamarac Resolution R-96-206Temp Reso# 7518
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September 11 , 1996
CITY OF TAMARAC, FLORIDA/
RESOLUTION NO. R 96. ZUO
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE AN
AGREEMENT BETWEEN THE CITY OF TAMARAC AND
TELCOM CORPORATION FOR A TELECOMMUNICATIONS
AUDIT; PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City has determined that an audit of telecommunication charges
is necessary and appropriate; and
WHEREAS, Broward County solicited proposals for a telecommunications audit and
has negotiated a contract with Telcom Corporation for telecommunication audit services
based on a contingency fee of the actual refunds and the savings resulting from the
implementation of Telcom's recommendations; and
WHEREAS, the provisions and conditions of the Broward County award have been
extended to other cities; and
WHEREAS, pursuant to Section 6-154. Cooperative Purchasing, of the City of
Tamarac Code of Ordinances, the purchasing officer shall have the authority to join with
other units of government in cooperative purchasing plans when the best interestof the
City would be served; and
WHEREAS, pursuant to Section 6-151(2), of the City of Tamarac Code of
Ordinances, the City, may with Commission approval, enter into contracts for professional
services without public competitive bidding or proposals; and
WHEREAS, the Director of Management Information Services recommends that
Telcom Corporation review all current telecommunication bills, as well as continue to
review one year of ongoing bills while proceeding through the audit to find billing errors and
possible savings; and
WHEREAS, the Director of Finance and the City Manager recommend approval of
the selection of Telcom Corporation; and
WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in
the best interest of the citizens nd residents of the City of Tamarac to approve the firm of
Telcom Corporation to conduct dh' audit of telecommunication bills and charges to the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA:
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September 11 , 1996
Section 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed
as being true and correct and are hereby made a specific part of this resolution.
Section -The selection of the firm of Telcom Corporation for telecommunication
audit service to the City of Tamarac, Florida is hereby authorized.
Sect' The appropriate City Officials are hereby authorized to execute an
agreement attached as "Contract For Consulting/Professional Services" between the City
of Tamarac, Florida and the firm of Telcom Corporation as the City's telecommunication
auditor.
S i n 4: All Resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Section 5: 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 in
application, it shall not affect the validity of the remaining portion or applications of this
Resolution.
Section 6: This Resolution shall become effective immediately upon its adoption.
PASSED, ADOPTED AND APPROVED this 15 day of S9,P fem bW 1996.
ATTEST:
CAROL A. EVANS
CITY CLERK
I HEREBY CERTIFY that I have
approved this RESOLUTION as to
MITCHELL S. KR,
CITY ATTORNE
RECORD OF COMMISSION
MAYOR AIJEAMw1I
DIST i:-COMM, MgKUFa
DIST 2:_5UM M12tilKIN ,. ..
DIST 3: _ CQ
DIST 4. COMM. HOFF�IA I�
Temp Reso #7518
CONTRACT FOR CONSULTING/PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this —/— day of C ��'�r' , 1996 by
and between the City of Tamarac, a municipal corporation with principle offices located at
7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and Telcom Corporation with
principle offices located at 7301-A W. Palmetto Park Road, Suite 204B, Boca Raton, FL
33433 (the "Consultant").
WHEREAS, based on the recommendation of the City Manager, Director of
Management Information Services and Director of Finance, the City of Tamarac desires
to employ a consultant to conduct a telecommunications audit; and
WHEREAS, there is an existing contract between Broward County and Telcom
Corporation which has proved financially beneficial to Broward County; and
WHEREAS, pursuant to Section 6-151(2) , of the City of Tamarac Code of
Ordinances, the City may with Commission Approval enter into the contract with TELCOM
to conduct a telecommunications audit based on a contingency fee of 40% of the refunds
and the savings resulting from the implementation of the recommendations; and
WHEREAS, the City Commission pursuant to Resolution R-y� , authorized the
execution of an Agreement by the appropriate City officials between the City of Tamarac
and TELCOM;
NOW, THEREFORE, in consideration of the mutual promises herein, the CITY and
the CONSULTANT agree as follows:
ARTICLE 1
RECITALS
The above recitals are true and correct, and are hereby incorporated into the body of
this CONTRACT as restated in full.
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DEFINITIONS AND IDENTIFICATIONS
For the purposes of this CONTRACT and the various covenants, conditions, terms and
provisions which follow, the definitions and identifications set forth below are assumed
to be true and correct and are agreed upon by the parties.
2.1. CITY - The City of Tamarac, Florida, a municipal corporation of the State of
Florida.
2.2. CONSULTANT - refers to TELCOM Corporation, as the consultant selected
to perform the services pursuant to this Agreement.
2.3. CONTINGENCY BASED FEE - Compensation for services based on a
percentage of the amount of money actually recovered and/or saved and to
be paid only if such recovery and/or savings actually occurs.
2.4. CONTRACT ADMINISTRATOR - The Director of Management Information
Services or his/her designee. In the administration of this contract, as
contracted with matters of policy, all parties may rely upon instructions or
determinations made by the Contract Administrator.
2.5. NOTICE TO PROCEED - A written notice to proceed with the Project issued
by the Contract Administrator.
2.6. PROJECT - A telecommunication rate audit for the City of Tamarac,
Florida, of the City's telecommunication bills for telecommunications
services.
ARTICLE 3
PREAMBLE
In order to establish the background, context and frame of reference for this CONTRACT
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 CONTRACT is based.
3.1 This project is funded with CITY funds actually recovered as a result of the
performance of this CONTRACT.
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3.2 Negotiations pertaining to the services to be performed by CONSULTANT were
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undertaken between CONSULTANT and a committee selected by the Board of County
Commissioners of Broward County, Florida and this CONTRACT incorporates the results
of such negotiations. The CITY is authorized to enter into this CONTRACT pursuant to
Section 6-155(2), City of Tamarac Code of Ordinances.
ARTICLE 4
SCOPE OF SERVICES
The CONSULTANT'S responsibility under this CONTRACT is to provide professional/
consultation services in the area of telecommunication rate audit of the City's
telecommunication billing for telecommunications services specifically set forth in the
Scope of Services detailed in Exhibit "A" which is attached hereto and incorporated herein
by reference in its entirety. The scope of this project includes the development and
presentation of professional advice concerning telecommunication rates of the CITY. The
CITY and its agents, servants and employees are solely responsible for decisions
concerning the suitability of recommendations and for actions to implement these
recommendations. CITY assumes no obligation to accept the advice rendered by
CONSULTANT.
The CONSULTANT'S Representative shall be
The CITY'S Representative shall be:
ARTICLE 5
SCHEDULE
Bobra S. Bush
President
(561) 394-5448
Levent Sucuoglu
Director of Management Information
Services
(954) 724-1300
5.1 Prior to beginning the performance of any services under this CONTRACT,
CONSULTANT must receive from the CONTRACT ADMINISTRATOR a Notice to Proceed.
5.2 CONSULTANT shall perform the services described in Exhibit "A" within one (1) year
from the actual receipt of copies of the telecommunication bills and pertinent contracts from
the CITY as required by Article 9, Section 9.2 of this CONTRACT.
5.3 CONSULTANT shall provide data so as to enable the CITY staff to track details of the
CITY telecommunication bills and create meaningful management reports. CONSULTANT
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shall provide the data in spreadsheet format and show CITY personnel how to access and
use the data for the tracking of telecommunication bills. CONSULTANT will not be
responsible for training CITY personnel in use of any computer programs such as Excel
or Lotus.
Reports and other items shall be delivered or completed in accordance with the detailed
schedule set forth in Exhibit "A" Scope of Services, which is attached hereto and
incorporated herein by reference in its entirety.
5.4 CONSULTANT agrees to meet with CITY at reasonable times and with reasonable
notice.
5.5 In the event that CONSULTANT is unable to complete the above services or those
services set forth in Exhibit "A" because of delays resulting from not receiving information
needed from the CITY, untimely review and approval by CITY, and such delays are not the
fault of CONSULTANT, CITY shall grant a reasonable extension of time for completion of
the work. It shall be the responsibility of CONSULTANT to notify CITY promptly in writing
whenever a delay is anticipated or experienced and to inform CITY of all facts and details
related to the delay.
ARTICLE 6
PAYMENTS TO CONSULTANT
6.1 CITY agrees to pay CONSULTANT as compensation for its services under the terms
of this CONTRACT on a Contingency -Based Fee. The Contingency -Based Fee for the
services to be performed by the CONSULTANT includes all costs, expenses and fees to
be paid by the CITY. CONSULTANT will not be reimbursed for any costs or expenses
incurred in connection with this CONTRACT.
The Contingency -Based Fee shall be calculated based upon actual refunds or credits on
telecommunication bills received by CITY from vendors or in the case of future savings,
from actual reductions in monthly charges on telecommunication bills from vendors
resulting from recommendations of CONSULTANT that are implemented by CITY.
THE CITY and CONSULTANT agree to the following CONTINGENCY BASED FEE:
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Forty percent (40%) on all actual recovered overcharges in the form of refunds or credits.
The amount paid to CONSULTANT pursuant to this Article shall be based only on moneys
actually recovered by CITY in the form of refunds or credits, taxes, fees, interest and
surcharges associated with the refunds or credit adjustments. Where appropriate, any
payments to CONSULTANT shall be based on net overcharges and undercharges in the
form of refunds or credits associated with like service within the same earning number for
telecommunications; and
Forty percent (40%) of one (1) year's actual future savings in the form of reduction in
telecommunication bills resulting from the recommendations of CONSULTANT that are
implemented by CITY.
6.2 CONSULTANT may submit invoices for payment to CITY on a monthly basis. All
invoices shall contain a detailed breakdown of the services provided for which payment is
being requested, the nature of the payment and link to the monthly " Audit Transmittal
Report." Invoices received by the CITY from the CONSULTANTpursuant to this
CONTRACT will be reviewed in writing by the CITY'S Representatives indicating that
services have been rendered in conformity with the CONTRACT. Invoices shall be paid
within thirty (30) days following the CITY Representative's approval, not to exceed 45 days
from receipt of invoice. In addition to detailed invoices, upon request from the CITY'S
Representative or the City Manager, CONSULTANT will provide CITY with detailed
periodic Status Reports on the project.
6.3 Final Invoices In order for both parties herein to close their books and records, the
CONSULTANT, will clearly state "final invoice" on the CONSULTANTS final/last billing to
the CITY. This final invoice shall also certify that all services provided by CONSULTANT
have been properly performed and all charges and costs have been invoiced to the CITY.
Because this account will thereupon be closed, any and other further charges not properly
included on this final invoice are waived by the CONSULTANT.
6.4 Payment will be made to CONSULTANT at:
Telcom Corporation
7301 -A W. Palmetto Park Rd.
Suite 204B
Boca Raton, FL 33433
6.5 CITY shall not be liable for payment to CONSULTANT for any recommendation
implemented more than three (3) year from CONSULTANT'S End Date. The "End Date"
for CONSULTANT is one year from receipt of telecommunication bills.
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ARTICLE 7 Temp Reso 47518
PERSONNEL
The CONSULTANT is, and shall be, in the performance of all work services and activities
under this CONTRACT, an Independent Contractor, and not an employee, agent, or
servant of the CITY. All persons engaged in any of the work or services performed
pursuant to this CONTRACT shall at all times, and in all places, be subject to the
CONSULTANTS sole direction, supervision, and control. The CONSULTANT shall
exercise control over the means and manner in which it and its employees perform the
work, and in all respects the CONSULTANTS relationship and the relationship of its
employees to the CITY shall be that of an Independent CONTRACTOR and not as
employees or agents of the CITY.
All of the services required hereunder shall be performed by the CONSULTANT or
under its supervision, and all personnel engaged in performing the services shall be
fully qualified and, if required, authorized or permitted under state and local law to
perform such services.
Any changes or substitutions in the CONSULTANT'S key personnel, as may be listed in
Article 1, must be made known to the CITY'S Representative and written approval must
be granted by the CITY'S Representative before said change or substitution can become
effective.
The CONSULTANT warrants that all services shall be performed by skilled and competent
personnel to the highest professional standards in the field.
ARTICLE 8
ADDITIONAL SERVICES AND MODIFICATIONS TO SCOPE OF SERVICE
8.1 The CITY reserves the right to make changes in the Scope of Work. Upon receipt
by the CONSULTANT of the CITY'S notification of a contemplated change, the
CONSULTANT shall, in writing: (1) provide a detailed estimate for the increase in cost due
to the contemplated change, (2) notify the CITY of any estimated change in the completion
date, and (3) advise the CITY if the contemplated change shall effect the CONSULTANTS
ability to meet the completion dates or schedules of this Contract.
If the CITY so instructs in writing, the CONSULTANT shall suspend work on that portion
of the Scope of Work affected by a contemplated change, pending the CITY'S decision to
proceed with the change.
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If the CITY elects to make the change, the CITY sh
all initiate a CONTRACT Amendment
and the CONSULTANT shall not commence work on any such change until such written
amendment is signed by the CONSULTANT and the City Manager, and if such amendment
is in excess of $10,000 it must also first be approved by the City Commission.
8.2 CONSULTANT may request changes that would modify the Scope of Services to
be provided under this CONTRACT. Such changes must be made in accordance with
Chapter 6, City of Tamarac Code of Ordinances and must be contained in a written
amendment, executed by the parties, with the same formality and of equal dignity herewith,
prior to any deviation from the terms of this CONTRACT including the initiation of additional
services. CITY shall compensate CONSULTANT for such additional services on either a
Contingency -Based Fee to be negotiated prior to the commencement of such additional
services or on the basis provided in Article 6 hereof.
ARTICLE 9
CITY'S RESPONSIBILITIES
9.1 CITY shall assist CONSULTANT by placing at CONSULTANT'S disposal all
information it has available relevant to the Project including previous reports and any other
data relevant to the Project.
9.2 CITY shall furnish to CONSULTANT such data as required for performance of
CONSULTANT'S basic services, unless such data is to be furnished by CONSULTANT.
It is understood that CITY must supply CONSULTANT with the telecommunication bills
within eight (8) weeks from the date of receipt of each telecommunication bill, for one year
from date of this CONTRACT, providing CONSULTANT is in possession of a Notice to
Proceed. CITY acknowledges that time is of the essence in delivering these documents
to CONSULTANT and that CONSULTANT cannot begin work until they are in receipt of
such documents. In the event that CONSULTANT requires further documentation,
CONSULTANT shall make all requests in writing to CITY and CITY shall deliver such
documentation to CONSULTANT in a prompt, reasonable and timely manner.
9.3 CITY shall arrange for access to and make all provisions for CONSULTANT to enter
upon and park within both public and private property at no expense to the CONSULTANT
as required for CONSULTANT to perform their services.
9.4 CITY shall examine all studies, reports, proposals and other documents presented
by CONSULTANT, obtain advice of an attorney, insurance counselor and other consultants
as CITY deems appropriate for such examination and render in writing decisions pertaining
thereto within a reasonable time so as not to delay the services of CONSULTANT. CITY
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CONSULTANT within ten 10 working days
agrees to respond with initial issues, if any, to CONSUL ( ) g Y
from receipt of reports.
9.5 CITY shall give prompt written notice to CONSULTANT whenever CITY observes
or otherwise becomes aware of any development that affects the scope or timing of
CONSULTANTS services.
9.6 The City Manager and/or the Contract Administrator shall determine whether the
CITY will implement any recommendations of the CONSULTANT.
9.7 CITY agrees not to initiate directly with the telecommunication service provider any
documented recommendations or suggestions of the CONSULTANT that the CITY has
refused to implement for a period of three (3) year from the CONSULTANT'S end date as
specified in Article 6, Section 6.5 of this Contract.
ARTICLE 10
DISCLOSURE AND OWNERSHIP OF DOCUMENTS
The CONSULTANT shall deliver to the CITY'S Representative for approval and
acceptance, and before being eligible for final payment of any amounts due, all documents
and materials prepared by and for the CITY under this CONTRACT. CONSULTANT
agrees that all drawings, specifications, designs, models, photographs, reports, surveys
and other data provided in connection with this CONTRACT are and shall remain the
property of CITY whether the Project for which they are made is executed or not and may
be reproduced and reused at the discretion of the CITY.
All written and oral information not in the public domain or not previously known, and all
information and data obtained, developed, or supplied by the CITY or at its expense will
be kept confidential by the CONSULTANT and will not be disclosed to any other party,
directly or indirectly, without the CITY'S prior written consent unless required by a lawful
order.
The CITY and the CONSULTANT shall comply with the provisions of Chapter 119, Florida
Statutes (Public Records Law).
All covenants, agreements, representations and warranties made herein, or otherwise
made in writing by any party pursuant hereto, including but not limited to any
representations made herein relating to disclosure or ownership of documents, shall
survive the execution and delivery of this CONTRACT and the consummation of the
transactions contemplated hereby,
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ARTICLE 11
TERMINATION
Temp Reso #7518
This CONTRACT may be terminated by CITY, with or without cause, immediately upon
fourteen (14) days written notice from the CITY'S Representative or the City Manager to
the CONSULTANT. Unless the CONSULTANT is in breach of its CONTRACT, the
CONSULTANT shall be paid in accordance with Article 6 of this CONTRACT. After receipt
of a Termination Notice and except as otherwise directed by the CITY, the CONSULTANT
shall:
A. Stop work on the date and to the extent specified.
B. Terminate and settle all orders and subcontracts relating to the performance
of the terminated work.
C. Transfer all work in process, completed work, and other materials related to
the terminated work to the CITY.
D. Continue and complete all parts of the work that have not been terminated.
This CONTRACT may be terminated by CONSULTANT for cause upon fourteen (14) days
written notice to the CITY'S Representative. If CONSULTANT terminates this CONTRACT
with cause, CONSULTANT shall abide by the aforementioned requirements regarding work
procedures upon termination. In the event that CONSULTANT abandons this CONTRACT
or causes it to be terminated by CITY, such CONSULTANT shall indemnify against any
loss pertaining to this termination. All finished or unfinished documents, data studies,
surveys, drawings, maps, models, photographs, and reports prepared by CONSULTANT
shall become the property of CITY and shall be delivered by CONSULTANT to CITY.
ARTICLE 12
ACCESS, AUDITS AND RECORDS
The CONSULTANT shall maintain adequate records to justify all invoices for at least three
(3) years after completion of this CONTRACT. The CITY shall have access to such books,
records, and documents as required in this section for the purpose of inspection or audit
during normal business hours, at the CONSULTANT'S place of business. Incomplete or
incorrect entries in such books and records will be grounds for CITY'S disallowance of any
fees or expenses based upon such entries.
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• ARTICLE 13
SUBCONTRACTING
CONSULTANT shall not subcontract any services or work to be provided to CITY without
the prior written approval of the CITY'S Representative. The CITY reserves the right to
accept the use of a subcontractor or to reject the selection of a particular subcontractor
and to inspect all facilities of any subcontractors in order to make determination as to the
capability of the subcontractor to perform properly under this Contract. The CITY'S
acceptance of a subcontractor shall not be unreasonably withheld. The CONSULTANT
is encouraged to seek minority and women business enterprises for participation in
subcontracting opportunities.
ARTICLE 14
FEDERAL AND STATE TAX
The CITY is exempt from payment of Florida State Sales and Use Taxes. The CITY will
sign an exemption certificate submitted by the CONSULTANT. The CONSULTANT shall
not be exempted from paying sales tax to its suppliers for materials used to fulfill
contractual obligations with the CITY, nor is the CONSULTANT authorized to use the
CITY'S Tax Exemption Number in securing such materials.
The CONSULTANT shall bepayment
responsible for of its own and its share of
employees' payroll, payroll taxes, and benefits with respect to this Contract.
ARTICLE 15
INSURANCE REQUIREMENTS
The CONSULTANT agrees that he or she will, in the performance of work and services
under this Agreement, comply with all Federal, State and local laws and regulations now
in effect, or hereinafter enacted during the term of this Agreement that are applicable to
Contractor, its employees, agents or subcontractors, if any, with respect to the work and
services described herein.
The CONSULTANT shall maintain in full force and effect during the life of the contract,
Workers' Compensation insurance covering all employees in performance of work under
the contract. CONSULTANT shall make this same requirement of any of its
subcontractors.
The CONSULTANT shall indemnify and save the CITY harmless from any damage
resulting to them for failure to either CONSULTANT or any subcontractor to take out or
maintain such insurance.
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The following are required types and minimum limits of insurance coverage which the
CONSULTANT agrees to maintain during the term of this contract:
QQMPREHENSIVE GENERAL LIABILITY PEROCCURRPNCCEE
Comprehensive $1,000,000
Premises -Operations
Contractual Liability
Personal Injury
Explosion and Collapse
Underground Hazard
Products/Completed Operations
Broad Form Property Damage
Independent Contractors
Cross Liability and Severability of Interest Clause
AQJOMOBILE LIABILITY PER FLR5 N
Comprehensive $500,000
Owned
Hired
Non -Owned
WORKERS' COMPENSATION
STATUTORY AMOUNT
PROFESSIONAL LIABILITY $ 250,000
AGGREGATE
$1,000,000
PER OCCURANCE
$ 1,000,000
Neither CONSULTANT nor any subcontractor shall commence work under this contract
until they have obtained all insurance required under this section and have supplied owner
with evidence of such coverage in the form of a Certificate of Insurance and endorsement.
Such certificates shall be approved by the CITY.
ALL INSURANCE COMPANIES PROVIDED SHALL:
Be rated at least A VII per Best's Key Rating Guide; be licensed to do business in Florida.
All policies shall be Occurrence not Claims Made forms.
The CONSULTANT's liability insurance policies shall be endorsed to add the City of
Tamarac as an Additional Insured. The CONSULTANT's liability insurance shall be
primary to any liability insurance policies carried by the CITY. The CONSULTANT shall
be responsible for payment of all deductibles and self -insured retentions on
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CONSULTANT'S liability insurance policies..
The CONSULTANT shall require insurance companies providing coverage to give CITY
thirty (30) days' written notice of its intent to cancel or terminate policy. The
CONSULTANT's insurance shall be primary.
ARTICLE 16
INDEMNIFICATION
The CONSULTANT agrees to indemnify and hold harmless and defend the CITY, its
officers, agents and employees against any loss, damage or expense (including all costs)
suffered by CITY from (a) any claim, demand, judgment, decree, or cause of action of any
kind or nature arising out of any error, omission, or negligent act of CONSULTANT, its
agents, servants, or employees, in the performance of services under this Contract, (b) any
breach, conduct or misconduct by the CONSULTANT resulting from the performance of
services under this Agreement and for which CITY, Its agents, servants or employees are
alleged to be liable, (c) any inaccuracy in or breach of any of the representations,
warranties or covenants made by the CONSULTANT herein, (d) any claims, suits, actions,
damages or causes of action arising during the term of this Contract for any personal
injury, loss of life or damage to property sustained by reason or as a result of performance
of this Contract by the CONSULTANT and the CONSULTANT'S agents, employees,
invitees, and all other persons, claims, suits, actions, damages or causes of action for any
personal injury, loss of life or damage to property sustained by reason or as a result of the
presence of the CONSULTANT and the CONSULTANT'S agents, employees, invitees, and
all other persons, and CONSULTANT acknowledges and agrees that CITY would not enter
into this contract without this indemnification of CITY by CONSULTANT, and that CITY'S
entering into this contract shall constitute good and sufficient consideration for this
indemnification. These provisions shall survive the expiration or earlier termination of this
Contract. Nothing in this Contract shall be construed to affect in any way the CITY'S rights,
privileges, and immunities as set forth in Florida Statutes 768.28.
ARTICLE 17
SUCCESSORS AND ASSIGNS
The CITY and the CONSULTANT each binds itself and its partners, successors, executors,
administrators and assigns to the other party of this Contract and to the partners,
successors, executors, administrators and assigns of such other party, in respect to all
covenants of this Contract. Except as above, neither the CITY nor the CONSULTANT
shall assign, sublet, convey or transfer its interest in this Contract without the written
consent of the other. Nothing herein shall be construed as creating any personal liability
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on the art of an officer or agent of the CITY which may be a party hereto, nor shall it be
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construed as giving any rights or benefits hereunder to anyone other than the CITY and
the CONSULTANT.
ARTICLE 18
REMEDIES
This Contract shall be governed by the laws of the State of Florida. Any and all legal
action necessary to enforce the Contract will be held in Broward County. No remedy
herein conferred upon any party is intended to be exclusive of any other remedy, and each
and every such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.
No single or partial exercise by any party of any right, power, or remedy hereunder shall
preclude any other or further exercise thereof.
ARTICLE 19
CONFLICT OF INTEREST
The CONSULTANT represents that it has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of services
required hereunder, as provided for in the Code of Ethics for Public Officers and
Employees (Chapter 112, Part III, Florida Statutes). The CONSULTANT further represents
that no person having any interest shall be employed for said performance.
The CONSULTANT shall promptly notify the CITY'S representative, in writing, by certified
mail, of all potential conflicts of interest for any prospective business association, interest
or other circumstance which may influence or appear to influence the CONSULTANT'S
judgment or quality of services being provided hereunder. Such written notification shall
identify the prospective business association, interest or circumstance, the nature of work
that the CONSULTANT may undertake and request an opinion of the CITY as to whether
the association, interest or circumstance would, in the opinion of the CITY, constitute a
conflict of interest if entered into by the CONSULTANT. The CITY agrees to notify the
CONSULTANT of Its opinion by certified mail within thirty (30) days of receipt of notice by
the CONSULTANT. If, in the opinion of the CITY, the prospective business association,
interest or circumstance would not constitute a conflict of interest by the CONSULTANT,
the CITY shall so state in the notice and the CONSULTANT shall, at its option, enter into
said association, interest or circumstance and it shall be deemed not in conflict of interest
with respect to services provided to the CITY by the CONSULTANT under the terms of this
Contract.
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ARTICLE 20
DEBT
The CONSULTANT shall not pledge the CITY'S credit or make it a guarantor of payment
or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness.
The CONSULTANT further warrants and represents that it has no obligation or
indebtedness that would impair its ability to fulfill the terms of this Contract.
ARTICLE 21
CONTINGENT FEES
The CONSULTANT warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the CONSULTANT to solicit or secure
this Contract 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 the CONSULTANT,
any fee, commission, percentage, gift, or any other consideration contingent upon or
resulting from the award or making of this Contract. Violation of this Article shall constitute
a forfeiture of this Contract by CONSULTANT.
ARTICLE 22
NONDISCRIMINATION
The CONSULTANT warrants and represents that all of its employees are treated equally
during employment without regard to race, color, religion, disability, sex, age, national
origin, ancestry, marital status, or sexual orientation.
ARTICLE 23
ENFORCEMENT COSTS
If any legal action or other proceeding is brought for the enforcement of this Contract, or
because of an alleged dispute, breach, default or misrepresentation in connection with any
provisions of this Contract, the successful or prevailing party or parties shall be entitled to
recover reasonable Attorney's fees, court costs and all expenses (including taxes) even
if not taxable as court costs (including, without limitation, all such fees, costs and expenses
incident to appeals), incurred in that action or proceeding, in addition to any other relief to
which such party or parties may be entitled.
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Temp Reso #7518
ARTICLE 24
AUTHORITY TO PRACTICE
The CONSULTANT hereby represents and warrants that it has and will continue to
maintain all licenses and approvals required to conduct its business, and that it will at all
times conduct its business activities in a reputable manner. Proof of such licenses and
approvals shall be submitted to the CITY'S representative upon request.
ARTICLE 25
SEVERABILITY
If any term or provision of this Contract, or the application thereof to any person or
circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this
Contract, or the application of such terms or provision, to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be affected, and every
other term and provision of this Contract shall be deemed valid and enforceable to the
extent permitted by law.
ARTICLE 26
ENTIRETY OF CONTRACTUAL AGREEMENT
The CITY and the CONSULTANT agree that this Contract together with the Exhibits
hereto, sets forth the entire agreement between the parties, and that there are no promises
or understandings other than those stated herein. None of the provisions, terms and
conditions contained in this Contract may be added to, modified, superseded or otherwise
altered, except by written instrument executed by the parties hereto in accordance with
Article 8. In the event of any conflict or inconsistency between this Contract and the
provisions in the incorporated Exhibits, the terms of this Contract shall supersede and
prevail over the terms in the Exhibits.
ARTICLE 27
PUBLIC ENTITY CRIMES ACT
In accordance with Section 287.133, Florida Statutes, CONSULTANT verifies that they are
not listed on the convicted vendors list maintained by the State of Florida Department of
General Services.
ARTICLE 28
ASSIGNMENT
This CONTRACT, or any interest herein, shall not be assigned, transferred or otherwise
encumbered by CONSULTANT, under any circumstances, without the poor written
approval of the CITY.
15
ARTICLE 29 Temp Reso 47518
ALL PRIOR AGREEMENTS SUPERSEDED
This document incorporates and includes any prior negotiations, correspondence,
conversations, agreements or understandings applicable to the matters contained herein;
and the parties agree that there are no commitments, agreements or understandings
concerning the subject matter of this CONTRACT that are not contained in this document.
Accordingly, the parties agree that no deviation from the terms hereof shall be predicated
upon any prior representations or agreements whether oral or written.
It is further agreed that no modification, amendment or alteration in the terms or conditions
contained herein shall be effective unless contained in a written document executed with
the same formality and of equal dignity herewith.
ARTICLE 30
NOTICE
All notices required in this Contract shall be sent by certified mail, return receipt requested,
and if sent to the CITY shall be mailed to:
City Manager
City of Tamarac
7525 NW 88th Avenue
Tamarac, FL 33321
and if sent to the CONSULTANT shall be mailed to:
Telcom Corporation
7301-A W. Palmetto Park Road
Suite 204B
Boca Raton, FL 33433
ARTICLE 31
TRUTH -IN -NEGOTIATION
Signature of this CONTRACT by CONSULTANT shall act as the execution of a truth -in -
negotiation certificate stating that wage rates and other factual unit costs supporting the
compensation of this CONTRACT are accurate, complete and current at the time of
contracting. The original contract price and any additions thereto shall be adjusted to
exclude any significant sums by which CITY determines the contract price was increased
due to inaccurate, incomplete or noncurrent wage rates and other factual unit cost. All
such contract adjustments shall be made within one (1) year following the end of this
CONTRACT.
16
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Temp Reso #7518
IN WITNESS WHEREOF, the parties made and executed this Agreement on the
respective dates under each signature. CITY OF TAMARAC, through its Mayor and
Telcom Corporation, signing by and through its President, duly authorized to execute the
same.
ATTEST:
Carol Evans, City Clerk
Date: /Q / - %
ATTEST:
_JNA
Corporate Secretary
CITY OF TAMARAC
*orman!Abramowwitz, Mayor
Date: _Q �,
v, Robert S. Noe, Jr., City Man r
Date: 04 6
Approved as to form and legal
TELCOM CORPORATION
�,.
Norm Bush, Vice President
(CORPORATE SEAL) Date: ` I b
Corporate Secretary
17
Temp Reso #7518
CON
TRACT FOR CONSULTING/PROFESSIONAL SERVICE
EXHIBIT A
SCOPE OF SERVICES
Consultant will provide professional/consultation services in the area of telecommunication
rate audit of the City's telecommunication billing for the following telecommunication
services:
► The types of telecommunication bills that have been paid by the City for
telecommunication related service for the period beginning October 1, 1990
and ending September 30, 1996 include but are not limited to: telephone
line, data lines, leased lines, pagers, equipment maintenance, equipment
leases, cellular phones, long distance and pay phones;
► Site survey for telecommunication related service billed on a recurring and
variable basis including: telephone and data systems, voice mail and
peripherals.
► All equipment and service that is billed on a recurring and variable basis will
be inventoried, base data will be delivered to the City.
IN. Areas that will be audited, shall include but not limited to:
• Telecommunication rates for lines, features and service based on
tariffs and contracts.
• Rates for equipment lease and maintenance based on contracts.
• Compare charges for lines, features, service and equipment with on -
site inventory.
• Incorrectly configured lines, features, service and equipment,
• Incorrectly applied Federal, State, County and City taxes.
• Double or over billing for lines, features, service and equipment.
• Violation of federal and state regulations.
• Continued billing for cancelled accounts.
• Incorrectly computed commissions on pay phones.
m
Temp Resa #7518
0
CONTRACT FOR CONSULTING/PROFESSIONAL SERVICE
EXHIBIT A
SCOPE OF SERVICES CONTINUED
► Consultant will make available to the City all data collected and generated.
► Consultant will recommend changes that generate past and future cost
savings to the City.
■ Consultant based upon authorization from the contract administrator, will
negotiate recommended changes with vendor.
► Consultant will not make any changes to City accounts or request any
refunds until each audited item is authorized by the contract administrator.
► Consultant, based upon authorization from the contract administrator shall
perform interface with vendors for all orders to add, change or remove
services and all requests for refunds that are covered under this agreement.
► Consultant will present to the City the following reports:
• Audit finding report - presented to the City at least quarterly, basis for
City authorization.
• Audit transmittal report - presented to the City at least monthly,
update of action taken by vendor on authorized changes.
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,e5'6 -,mac (,,--
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EXHIBIT B
ET LCOM
Job Clasaification
1. President
2.
Vice President
3.
Project Manager
4.
Senior Associate
5
NOTE
Support Staff
Hourly_ R tes
$125.00/hr
$100.00/hr
$ 75.00/hr
$ 55.00/hr
$ 30.00/hr
Temp Reso #7518
These hourly rates represent all labor, travel, and production costs
associated with this contract.
Temp Reso 47518
EXHIBIT C.
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR
OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
This sworn statement is submitted to the City of Tamarac by Bobra S. Bush, President for
Telcom, Corporation whose business address is:
7301-A W. Palmetto Park Road
Suite 204B
Boca Raton, FL 33433
and (if applicable) its Federal Employer Identification Number (FEIN) is 65-0122326.
2. 1 understand that a "public entity crime" as defined in paragraph 287.133(1)(g), Florida Statutes,
means a violation of any state or federal law by a person with respect to and directly related to
the transaction of business with any public entity or with an agency or political subdivision of any
other state or of the United States, including, but not limited to, any bid or contract for goods or
services to be provided to any public entity or an agency or political subdivision of any other state
or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering,
conspiracy, or material misrepresentation.
3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida
Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an
adjudication of guilt, in any federal or state trial court of record relating to charges brought by
indictment or information after July 1, 1989, as a result of jury verdict, nonjury trial, or entry of a
plea of guilty or nolo contendere.
4. 1 understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means:
1. A predecessor or successor of a person convicted of a public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity
and who has been convicted of a public entity crime. The term "affiliate" includes those officers,
directors, executives, partners, shareholders, employees, members, and agents who are active
in the management of an affiliate. The ownership by one person of shares constituting a
controlling interest in another person, or a pooling of equipment or income among persons when
not for fair market value under an arm's length agreement, shall be a prima facie case that one
person controls another person. A person who knowingly enters into a joint venture with a person
who has been convicted of a public entity crime in Florida during the preceding 36 months shall
be considered an affiliate.
5. 1 understand that a "person" as defined in Paragraph 287.133(1)(e), Florida 5tatute% means any
natural persons or entity organized under the laws of any state or of the United States with the
legal power to enter into a binding contract and which bids or applies to bid on contracts for the
provision of goods or services let by a public entity, or which otherwise transacts or applies to
transact business with a public entity. The term "person" includes those officers, directors,
executives, partners, shareholders, employees, members, and agents who are active in
management of an entity.
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Temp Reso #7518
EXHIBIT C
6. Based on information and belief, the statement which I have marked below is true in relation to
the entity submitting this sworn statement. [Indicate which statement applies.]
Neither the entity submitting this sworn statement, nor any of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, nor any affiliate of the entity has been charged with and convicted of
a public entity crime subsequent to July 1, 1989.
The entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity has been charged with and convicted of a public entity crime
subsequent to July 1, 1989.
The entity submitting this sworn statement, or one or more if its officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in the
management of the entity, or an affiliate of the entity has been charged with and convicted of a
public entity crime subsequent to July 1, 1989. However, there has been a subsequent
proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings
and the Final Order entered by the Hearing Officer determined that it was not in the public interest
to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of
the final order].
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR
THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY
ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN
WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC
ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT
PROVIDED IN SECTION 287.017 FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN
THE INFORMATION CONTAINED IN THIS FORM.
(Signature)
Sworn to and subscribed before me this day of 114pr , 1996.
Personally known
OR produced identification
0 (Type of identification)
Notary Public - State of eo""w
My commission expires
PAUNAH
:'�s�`f'2 My COMM11§10N N CC 90766J
(Print . - opt z7o I
WI
com lic)
100
City of Tamarac
7525 N.W. 88th Avenue, Tamarac, Florida 33321-2401
Telephone: (954) 724-1230 • Facsimile (954) 724-2454
Robert S. Noe, Jr.
City Manager
Date:
Attention:
9-30- 9
All Local Exchange Carriers, Interexchange Carriers and Telephone
Communications and Equipment Providers.
To Whom It May Concern:
This letter authorizes Telcom Corporation to:
a) act as an agent on our behalf for the purpose of reviewing and making
additions, changes, and deletions to our accounts, and
b) have access to all records including billing and toll information.
This authorization does not preclude us from acting on our own behalf.
Sincerely,
Authorized Signature
Print Name, Title
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cRy mw)ctops-
Equal Opportunity Employer