Fees and Services Addendum WiFi Network Engineering a
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Hershey
FEES AND SERVICES ADDENDUM
SUBMITTED TO: David Hernandez
City of Miami Beach
PREPARED BY: John Dolmetsch
DATE: 02/09/2015 VERSION: 1
PROJECT: WiFi Network Engineering
OBJECTIVE: Provide installation labor and materials to migrate wireless
network to the Police Department
General Overview:
The purpose of this document is to provide descriptions for the services proposed to
provide engineering resources to migrate the existing network to the Police Department
Proposed Services
• Reconfigure the existing network to terminate at the Police Department
• Inventory and inspect all central site equipment
• Test remote devices on network for traffic flow validation
• Provide 3 days of onsite training for system operation, troubleshooting and alignment
• Provide (6) Alvarion radios and cables for LPR cameras
• Provide onsite assistance to install, configure and align the remote radios for the cameras
• Create and provide as-built documents
PRICE
The cost for the services listed above is $17,100.00. Subsequent service calls beyond the
services provided in the initial configuration/migration, which are for repairs, will be billed at a
rate of$250.00 per hour, with a 2-hour minimum charge.
ASSUMPTIONS:
• Work will be performed during regular working hours, not to include work on weekends.
• Sites are assumed to exist and that all zoning/permitting has been completed by
Customer.
• All work not included in Scope of Work will require a change order to be completed.
FormRev12.04.08 PROPRIETARY AND CONFIDENTIAL Page 1
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CLIENT RESPONSIBILITIES:
• Customer will provide a contact list to include name, address,phone#, and email.
• Customer will provide information regarding prevailing wage, certified payroll,
mandatory union workers, and mandatory minority workers per Sales worksheet.
EXCLUSIONS:
• Excludes after hours and overtime work unless otherwise specified.
ACC PTANCE ity of Miami Beach
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FormRevi2-04.08 PROPRIETARY AND CONFIDENTIAL Page 2
AGREEMENT FOR SERVICES CUSTOMER NO.
JOB NO. 5836
CONTRACT NO.
THIS AGREEMENT ("Agreement") is made as of the 11th day of February, 2014, by and between
BIG Wireless, LLC, a Pennsylvania corporation,with an address of 156 North George Street, York Pennsylvania,
17401 ("BIG"),and the City of Miami Beach,with an address of 1700 Convention Center Drive, Miami Beach, FL
33139("Client").
BIG has a background and experience in computer consulting, service and integration and is willing to provide
quality services to Client based on this background and experience. Client desires to have services provided by
BIG.
Therefore,the parties agree as follows:
1. SERVICES.
a. Services. BIG will provide the services (collectively, the "Services") as set forth on the Services and Fees
Addendum, a copy of which is attached hereto and made a part hereof.
b. Withdrawal of Service. BIG may cancel all or part of the Services if: (a)the Services become the subject of a
claim, either in a formal legal forum, or otherwise, that such Services infringe the rights of any third person or
that BIG otherwise does not have the right to permit others to use it; (b) the Services become illegal or
contrary to any applicable municipal, state or federal law or regulation; (c) there is a material breach of this
agreement by Client or; (d) BIG, for any reason, discontinues the Services (or part thereof) as a product
offering. If BIG cancels all or part of the Services, BIG's only obligation to Client will be to notify Client.
reasonably promptly and to refund, pro rata, any fees paid in advance for affected Services.
2. DUTIES OF CLIENT.
a. Assigned Representative. Client agrees to designate in writing a person to act as Client's representative with
respect to the Services to be rendered under this Agreement. Such person shall have complete authority to
transmit instructions, receive information, interpret and define Client's policies and make decisions with
respect to the Services to be provided by BIG, including without limitation the decision to request and/or
authorize additional services. Client also agrees to provide all criteria and full information as to Client's
requirements for the Services to be performed including but not limited to design objectives and constraints,
performance requirements,and any budgetary limitations.
Client's representative, emergency_phone number and email address is:
Contact Name: David Hernandez
Phone Number: 305-673-7776, extension 5558
Email Address: DavidHernandez @miamibeachfl.gov
Additional Contact:
Contact Name: Roland Aragunde
Phone Number: 305-673-7776,extension 3749
Email Address: RolandAragunde @miamibeachfl.gov
b. Insurance. Upon request by BIG, Client shall provide BIG with Client's proof of self insurance for all facilities
that BIG will need to access or enter in order to complete the Services.
c. Waiver of Subrogation. BIG and Client waive all rights against each other, and any of their respective
employees, agents, consultants and subcontractors for damages caused by risks covered by insurance (or
self-insurance), provided in this Agreement to the extent they are covered by that insurance (or self
insurance), except such rights as they may have to the proceeds of such insurance.
3. FEES. Client agrees to pay BIG all fees and charges ("Fees") as set forth in the Services and Fees Addendum to
this agreement.
4. PAYMENT.
a. Late Payments. Payment for BIG's Services and expenses is due upon presentation of an invoice and is past
due after ninety (90) days from the date of invoice. Past due payments will be assessed a service charge of
one and one-half percent per month (18%per annum)or fraction thereof.
b. Taxes. In addition to the Fees set forth above, Client will pay to BIG or to the relevant taxing authority, as
appropriate, any sales, use, goods and services, value added or other taxes payable under this Agreement
(other than taxes levied or imposed on BIG's net income).
c. TERM. The "Term" of this Agreement shall be the length of time its provisions shall bind the parties. The
Agreement will take effect upon execution, and unless terminated earlier as permitted hereunder, will
terminate as indicated in the Services and Fees Addendum (six months from contract execution).
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- RIETARY'AND CONFIDENTIAL Page 1
CUSTOMER NO.0
5. TERMINATION.
a. Termination for Breach. In addition to any other remedy available at law or in equity, either party may
terminate this Agreement immediately, without further obligation to the other party, in the event of any breach
of this Agreement by the other party that is not remedied within 30 days after written notice of such breach.
b. Additional Termination Rights. In addition to the right of termination set forth in section 5.a, either party shall
have the right to terminate this Agreement immediately in the event of; (a) the filing of a voluntary or
involuntary petition under any applicable bankruptcy or insolvency law, or (b) the appointment of a trustee or
receiver or any equivalent thereof for the other party or its property.
c. Obligations Upon Termination. Promptly upon termination of this Agreement for any reason, Client will pay
to BIG ,any fees, pro rata, actually accrued and performed by BIG up to the date of termination.
6. EMPLOYEES. BIG's employees, who perform Services for Client under this Agreement shall also be bound by
the provisions of this Agreement. At the request of Client, BIG shall provide adequate evidence that such persons
are BIG's employees. Client recognizes that employees of BIG are valuable assets of BIG and agrees not to offer
employment to employees of BIG without the prior written consent of an authorized officer of BIG.
7. INTELLECTUAL PROPERTY. BIG's Services and BIG's name and trademarks are the valuable intellectual
property of BIG. All rights with respect to BIG's Services and BIG's name and trademarks,whether now existing or
which may hereafter come into existence, which are not expressly granted to Client herein are reserved to BIG.
Any goodwill generated through Client's use of BIG's name and trademarks shall inure solely to the benefit of BIG.
8. REFERENCES. In the event that Services provided for Client make use of technologies from vendors with whom
BIG maintains a partner relationship, BIG reserves the right to use Client as a reference and thereby continue
certification under the partner program. BIG also reserves the right to use Client as a referral, for business
purposes only, to other companies and organizations. At no time will BIG disclose to a third party information that
Client indicates is confidential.
9. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.
10. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed
by both parties.
11. CHANGES IN SERVICES. After the execution of this Agreement, changes in Services may be accomplished by
Change Order. A Change Order shall be a written order to BIG signed by the Client, and counter-signed by BIG,
to change the Services, Agreement sum, or Agreement time. If concealed, unknown, or unsafe conditions are
encountered at the facility during the completion of Services, the Agreement sum or Agreement time shall be
subject to equitable adjustment thru the change order process.
12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason,
the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable,
then such provision shall be deemed to be written,construed,and enforced as so limited.
13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall
not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance
with every provision of this Agreement.
14. LIMITATION OF LIABILITY.
a. Acts of God. Neither party shall be liable to the other for any failure to perform any obligation hereunder, or
from any delay in the performance thereof, due to causes beyond its control, including, but not limited to
industrial disputes of whatever nature, acts of God, public enemy, acts of government, failure of
telecommunications,fire or other casualty.
b. Special Damages. Neither BIG nor Client shall be liable for any indirect, incidental, exemplary, special or
consequential damages with respect to the subject matter, hereof, including, but not limited to, lost revenue or
profits, economic loss, loss of data, down time or Client liability to third parties, regardless of whether such
damages could have been foreseen or prevented.
c. Aggregate Liability. Notwithstanding any provision contained herein to the contrary, in no event shall the
aggregate liability of BIG (or its affiliates and third party providers) or Client, or any of BIG or Client's
respective officers, directors, employees or agents, to (as to BIG) Client or to BIG (as to Client) for damages,
direct or otherwise, arising out of or in connection with this Agreement or any breach hereof, exceed the total
Fees actually paid to BIG for the Services, regardless of the cause or form of action.
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PRI) IETARY AND CONFIDENTIAL Page 2
CUSTOMER NO.0
d. Reliance on Others. BIG shall have no liability for error or omission or for loss, harm or damage arising or
resulting from: 1) erroneous or incomplete or inaccurate information obtained from Client and/or Client's
employees;
15. INDEMNIFICATION. BIG shall defend, indemnify and save Client harmless from and against any and all claims,
suits, actions, liabilities and demands of every kind or description (including but not limited to all costs, expenses
and reasonable attorneys' fees on account thereof) that may be made: (a) by anyone for personal bodily injuries
(including death) or damage (including theft) to or loss of property resulting from
(i)the BIG's acts or omissions, (ii) acts or omissions of persons furnished BIG or any of its subcontractors, or (b)
by persons furnished by BIG or any of its subcontractors under Worker's Compensation or similar acts.
16. GENERAL.
a. Similar Agreements. Nothing in this Agreement will be deemed to limit or restrict BIG from entering into
similar agreements with any other persons.
b. Assignments. This Agreement will be binding upon and inure to the benefit of the parties, their respective
personal representatives, and permitted successors and assigns. Client may not assign or otherwise transfer
any of its rights or delegate any of its duties under this Agreement without the prior written consent of BIG,
such consent not to be unreasonably withheld. It shall be considered reasonable withholding of consent to
assign should Client request permission to assign to any entity which (a) BIG considers a competitor, (b)could
harm BIG's reputation or(c) lacks sufficient assets to meet the obligations hereunder. BIG will respond to any
written request for consent from Client within 30 days of receipt of such request, failing which consent will be
deemed granted BIG shall not assign or otherwise transfer any of its rights and delegate any of its duties here
under, in whole or in part, without the prior written consent of Client, which consent shall not be unreasonably
withheld,conditioned,or delayed
c. Applicable Law. This Agreement shall be governed by the laws of Florida.
d. Representations and Warranties. Each party hereto represents and warrants that: (1) it has the full right
and power to enter into and fully perform this Agreement in accordance with its terms; (2) it has had the right,
opportunity and time to consult with legal counsel of the party's choice; and (3) the execution, delivery and
performance of this Agreement will not violate the provisions of any agreement to which it is a party or violate
any applicable law or regulation.
e. Means and Methods. BIG shall be solely responsible for and have control over means, methods, techniques,
sequences, and procedures required to complete all Services under this Agreement.
f. Notices. Except as otherwise provided herein, whenever any notice, request, consent, approval or other
communication shall be given by one party hereto to the other, such communication shall be in writing and
shall be delivered by registered or certified mail, return receipt requested, addressed as follows or by facsimile
with receipt confirmation:
To BIG: To Client:
BIG Wireless, LLC the City of Miami Beach
156 North George Street 1700 Convention Center Drive,
York, PA 17401 Miami Beach, FL 33139
Fax: 717-854-1313 Fax: 305-673-7795
Attention: CEO Attn: CFO
g. Grant Compliance. As this is a State of Florida administered federal grant funded project, BIG shall comply
with all grant requirements and reporting as contained in DCA Contract No. 11 DS-37-11-23-02-198.
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PR 4) ..IETARY AND CONFIDENTIAL Page 3
CUSTOMER NO.0
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, •eing duly authorized,
have executed this Agreement for Services, as of the day and ear first abo/e written.
BIG WIRELESS, LLC THE CITY 0 !MIAMI BEA 01
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