Agreement with Data Flow Systems, Inc DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE Za 2_2_ -3 22sta7
DocuSign Envelope ID:El FC5D45-1F69-4ADC-B806-1139F9C10742 Contact n0.18-233-01
Pursuant 'to Section 119.071(3)(142), Florida Statutes, any building Plans,
blueprints, schematic drawings, and diagrams, Including draft, preliminary, and
final formats,which depict the internal layout and structural elements of a building
or other structure owned or operated by the City is exempt from disclosure
pursuant to the Public Records Law. Any portions of this Agreement containing
Such information will need to,be marked "Exempt from Disclosure-Pursuant to
Public Records Law," and will require review and redaction by the City
Administration prior to providing such information in response to a Public
Recordt Request.
AGREEMENT
BY AND BETWEEN
THE CITY OF MIAMI BEACH
AND.
DATA FLOW SYSTEMS, INC.
TO DESIGN, BUILD AND MAINTAIN.WATER,WASTEWATER AND STORM WATER
SUPERVISORY CONTROL AND DATA ACQUISITION(SCADA)&PROGRAMMABLE
LOGIC CONTROLLER(PLC)
•
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
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TABLE OF CONTENTS
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i'Ver'�U�_SE „; , �. . t � jba w °yCONeliM p k V:�, * u�4: t a3.� , 1PA.Gi=:i
1 Recital and Incorporations 5
2 Definitions 5
3 Contract Term 10
4 Option to Renew Agreement/Maintenance Period 10
5 Scope of Services 10
6 Compensation 13
7 Payments Schedule 13
8 Payment Terms 13
9 Retainage 14
10 Contingency Allowance 15
11 Liquidated Damages 15
12 Penalty for Failure to Perform 17
13 Ownership of Documents/Use of Name 19
14 Audit and Inspection Rights and Records Retention 20
15 Award of Agreement 21
16 Public Records 21
17 Compliance with Federal State and Local Laws _ 23
18 Resolution of Contract Disputes 23
19 Termination for Cause 23
20 Termination for Convenience of the City 24
21 Termination for Insolvency 24
- 22 Remedies 24
23 Indemnification 25
24 Insurance . 26
25 Limitation of Liability 27
26 Non-Discrimination 28
27 Assignment 28
28 Notices 28
29 Miscellaneous Provisions 29
30 Successors and Assigns 30
31 Independent Contractors 30
32 Contingency Clause 30
33 Force Majeure 30
34 Delays, No Damages for Delays 32
35 No Conflict of Interest 32
36 No Third Party Beneficiary 32
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DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:El FC5D45-1 F69-4ADC-B806-1139F9C10742
City of Miami Beach,Florida
37 Survival 32
38 Truth In Negotiation..Certification, Representation and Warranty 33
39 Patents 33
40 Warranties 34
41 'Inspector General Audit Rights 35
42 E-VERIFY 36
43 _ Counterparts 37
44 Entire Agreement 37
;f ntia.DZc H dtitrSTT geFfili§lfr PPMENDIDV MM, .,MA '
Exhibit A: DFS Response to Phase I and Phase II Pursuant to Request for Proposals 2018-233-KB,
Statement of Work, Cost Schedule,and Warranty&Maintenance Agreement
Exhibit B:Conformed Design Criteria Requirements
Exhibit C:Commission Award Phase I and Phase II Pursuant to Request for Proposals 2018-233-KB
ExhibitD:Addenda to Request for Proposals 2018-233-KB
Exhibit E:Request for Proposals 2018-233-KB
Exhibit F: Insurance Certificate
Exhibit G: Escalation Adjustment Example
Exhibit H: Hourly Rates-Additional Services not Specified
•
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DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach,Florida
AGREEMENT
BY AND BETWEEN
THE CITY OF MIAMI BEACH
AND
DATA FLOW SYSTEMS, INC.
TO DESIGN, BUILD AND MAINTAIN WATER,WASTEWATER AND STORMWATER
SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA)& PROGRAMMABLE
LOGIC CONTROLLER(PLC)
2/16/2023 1 2:05 EST
This Agreement("Agreement"or"Contract")is entered into this day of
2022 by and between the CITY OF MIAMI BEACH, a municipal corporation of the State of
Florida ("City"or"Owner"), whose address is 1700 Convention Center Drive, Miami Beach,
Florida 33139, and DATA FLOW SYSTEMS, INC., a Florida corporation,whose principal
address is 605 N. John Rodes Blvd., Melbourne, FL 32934 hereinafter referred to as the
("Contractor"or"DFS") (each a"Party"and collectively,the"Parties").
RECITAL
WHEREAS, the City wishes to design, build, and maintain a Water, Wastewater and
stormwater Supervisory Control and data Acquisition (SCADA), and Programable Logic
Controller(PLC) System; and
WHEREAS, pursuant to a Request for Proposals RFP No. 2018-233-KB (the "RFP"), the
City requested that qualified firms submit proposals to provide all services necessary and
appropriate to deliver a turnkey System (as hereinafter defined) including the ability to
design, build,operate and maintain the System in accordance with the terms and conditions
of the Contract Documents(as hereinafter defined); and
WHEREAS, since the City will be operating the System, the City has selected the
Contractor to design, build and maintain the System and perform other services in
accordance with this Agreement and the other Contract Documents(as defined in Section
2, Subsection A below) (the"Project")for the total amount of four million, five hundred and
three thousand, six hundred and eighty-two Dollars ($4,503,682.00), as determined
pursuant to the Cost Proposal Form, dated June 10, 2022 ("Cost Schedule"), attached
hereto as part of Exhibit "A"(the"Contract Price"); and
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DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C1,0742
City of Miami Beach, Florida
WHEREAS, the Contractor shall either directly or through Subcontractors (as
defined herein) perform the services required under this Agreement and the other Contract
Documents: and
WHEREAS, the Contractor is ready, willing and able to perform its respective.
services in accordance with the terms and conditions of the Contract Documents as
• hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Parties hereby agree as follows:
' The Contractor shall provide all required components, system design and installation
services, as well as all required and specified testing, startup and ancillary services in
connection with the SCADA System. The SCADA System shall include all system design,
hardware, programming, and integration labor necessary for a fully functioning, turn-key,
SCADA system, including PLC.
TERMS
1. RECITA ND I CARP® TAR IONS•
The recitals are true and correct and are hereby incorporated into and made a part of this
Agreement. The composite Exhibits "A" through "H", attached hereto, are
expressly incorporated in and made a part of this Agreement as if fully set forth
herein.
2. DEFINITIONS:
A. "Agreement"or"Contract Documents"means this Agreement, as may be amended,
together with the following documents, each of which are expressly incorporated by
reference: (1)the Conformed Design Criteria Requirements, attached to this Agreement as
Exhibit "B"; (2) the following documents attached hereto as part of Exhibit "A": the
Contractors Cost Proposal Form, dated June 10, 2022; DFS Technical Proposal(1.1),TAC
II SCADA System, October 17,2019;Technical Proposal(1.1) Revisions for Best and Final
Offer,TAC II SCADA System,June 19, 2020; Technical Proposal 1.3"Obsolescence-Proof
Certification Statement, undated; Technical Proposal 2.0 "Subcontractor Experience &
Qualifications", undated; Technical Proposal 3.1 "Details of Implementation(3.1), undated;
Technical Proposal 3.2 "Spare Inventory, Service Capabilities and Annual Maintenance
(Appendix E.7) (3.2), undated; Technical Proposal 4.1 "Schedule Implementation (4.1),
undated; Drawings entitled Miami Beach Public Works Department Request for Proposals
2018-233-KB Design, Build, Operate and Maintain Water, Waste and Stormwater SCADA
and PLC, as may be amended; and,(3) the RFP, together with all exhibits, addenda, and
written amendments issued thereto, attached hereto as Exhibits "D" and "E"; and. In the
event of a conflict among or between.the Contract Documents, the terms of this Agreement
shall govern and control, and the remaining documents comprising the Contract Documents
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach,Florida
shall otherwise control in the order of priority set forth in this subsection.
B. "Attachments" means any supplemental material or documentation to this
Agreement which are expressly incorporated by reference and made a part of this
Agreement as if set forth in full."
C. "Change Order" or "Amendment" means a written document ordering a change in
the Contract Price or Contract Time or a change in the Work. Any Change Order (or
Amendment) must be duly executed by the City Manager, and any Change Order (or
Amendment) in excess of $100,000 shall be subject to the prior approval of the City
Commission.
D. "City"means the City of Miami Beach, Florida, a Florida municipal corporation. In all
respects hereunder, City's performance is pursuant to the City's capacity as Owner. In the
event the City exercises its regulatory authority as a governmental body, the exercise of
such regulatory authority and the enforcement of any rules, regulations, codes, laws, and
ordinances shall be deemed to have occurred pursuant to City's authority as a
governmental body and shall not be attributable in any manner to the City as a party to this
Agreement.
E. "City Commission" means the legislative body of the City.
F. "City Manager" means the duly appointed Chief Administrative Officer of the City.
The City Manager shall be construed to include any duly authorized representatives of the
City designated in writing with respect to any specific matter(s) concerning the Contract
Documents (exclusive of those authorizations reserved to the City Commission or
regulatory or administrative .bodies having jurisdiction over any matter(s) related to the
Project and/or the Contract Documents).
G. "Communications License Agreement' shall mean Federal Communications
Commission (FCC) license agreement for radio frequencies and communications. Radio
path and FCC license renewal services to be provided for life of the,System by Contractor
at no additional. cost to the City as per Technical Proposal (1.1), incorporated herein by
reference and attached as part of Exhibit"A".
H. Contract Price"shall mean the price of the Hardware,Communications License and
the Services to be furnished by Contractor to the City pursuant to the terms set forth in the
Statement of Work, based upon the Cost Schedule. The Contract Price shall not be
increased without City's proper written approval, through a duly executed amendment or
Change Order to this Agreement.
I. "Documentation Deliverables" shall mean the standard commercial quality manuals,
warranties, and as-built documentations, to be furnished by the Contractor to the City
pursuant to the terms set forth in the Statement of Work(as defined in this Section 2).
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(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
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DocuSign Envelope ID:ElFC5D45=1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
J. "Effective Date of the Agreement" shall be the date this Agreement is signed by the
last Party to sign it(as such date is indicated in the Agreement). No Work or Services will
commence prior to the Effective Date of the Agreement or thereafter, until a Notice to
Proceed has been issued by the City.
K. "Final Completion" means the date, subsequent to the date of System Acceptance,
when the City has issued the Letter of System Acceptance to the Contractor.
L. "Hardware or Equipment" shall mean, cabinet enclosures and panels, surge
protectors, remote telemetry units,antennas,computers and other miscellaneous parts and
equipment as specified.
M. "Maintenance" shall mean the process of maintaining, servicing, repairing and
maintaining the system in good working order as intended for the periods after Partial
System Acceptance of a completed phase or group of sites in the Project schedule and
after Final System Acceptance of the Project.The initial maintenance period will expire five
(5)years from the System Acceptance Date, subject to renewal, at the City's discretion, for
two (2) additional_five (5)year periods, in accordance with Section 4 and 40.
N. "Notice to Proceed"(NTP)" shall mean a written letter or directive issued by the City
Manager or his or her designee authorizing the Contractor to begin Work on Planning
Phase. No Work shall commence until Notice to Proceed has been issued.
O. "Obsolescence Certification Statement" shall mean a statement that certifies that all
DFS SCADA Hardware and Software provided for this Project shall be of the latest
technology used by Contractor when delivered, and will not become obsolete for at least 10
years from the System Acceptance Date.
P. "Partial System Acceptance" shall mean the City's acceptance of the installation,
connection and testing of a completed phase or group of sites in the Project schedule. Upon
the City issuing a Partial System Acceptance, the entirety and all portions of such
installation shall become property of the City.
Q. "Permits" shall mean all required governmental approvals needed to perform the
Work, including, but not limited to, permits referenced in the Contract Document.
R. "Planning Phase" means that period beginning with the City's issuance of a Notice
to Proceed issued by the City upon the complete execution of this Agreement during which
phase the Contractor shall provide submittals to the City for approval, determine the
sequence of the Work for the City's review, and begin processing required permits, as
required by the City. If necessary, City may authorize certain construction Work or portions
thereof to commence during the Planning Phase at City's sole discretion, provided
Contractor obtains all necessary permits that may be required in advance thereof and
satisfies all requirements of the Contract Documents.
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DESIGN,BUILD,AND•MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
S. "Preliminary Design Review (PDR)" shall be a submittal of preliminary design
' information and a meeting to ensure design compliance with all hardware and Software
requirements in the contract. The PDR shall be conducted no later than 60 days after the
issuance of NTP.
T. "Project Kick-Off Meeting" shall mean the first meeting between the City and the
Contractor,once a Notice to Proceed has been issued, in which the City and the Contractor
will review all documents necessary to initiate the Project.
U. "Project Manager" shall mean each respective Party's (City and Contractor) duly
authorized representative designated to manage the Project.
V. "Project Schedule" shall mean the schedule attached to the Statement of Work or
otherwise mutually agreed upon by Contractor and the City in writing,for the delivery of the
Hardware and Software and the performance of the Services described in the Statement of
Work attached to this Agreement as Exhibit"A".
W. "Project Sites" shall mean those sites, where any construction work is performed
under the terms of this Agreement.
X. "Remote.Terminal Unit"(RTU)means the Radio Telemetry Communications System
Located at the individual sites that communicates to Central Terminal Unit (CTU) used by
the computer system to display the information from the remote sites to the operators at the
City, and installed by the Contractor under this Agreement.
Y. "Resident Project Representative" (RPR) means an independent professional
engineering firm or other firm duly qualified and licensed to serve as Owner's on-site
representative and/or as an independent construction engineering and inspection services
consultant which the City may retain in connection with the Project. The RPR will assist the
City with observing, reviewing, and documenting construction activities at the Project
Site. The RPR shall monitor Contractor's progress and performance in accordance with
the Contract Documents
Z. "SCADA/PLC" means all-inclusive Supervisory Control and Data Acquisition
(SCADA)package that includes engineering, design, integration and installation of a radio-
based or equal form of communication, internet accessible SCADA system including
Programmable Logic Controller(PLC).
AA. "Services" or"Work" shall mean the services and work to be provided by Contractor
to the City as enumerated in the Statement of Work and performed in accordance with the
standards and duties set forth in the Agreement.
BB. "Software" shall mean the proprietary computer software of Contractor as owned
exclusively by Contractor or Contractor's suppliers, as appropriate, and as further defined
in Contractor, Technical Proposal (1.1) attached hereto as Exhibit "A." Software is
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DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC) •
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DocuSign Envelope ID:El FC5D45-1 F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
provided by Contractor for the life of the System at no additional cost to the City. Software
Agreement is not required.
•
CC. "Statement of Work" shall mean the description of the work to be performed by
Contractor for the design, fabrication, installation, inspection, test, delivery, assembly,
activation, checkout,adjustment and operation of System, and ancillary Services to deliver
a fully functioning, turnkey SCADA System, including PLC, as described in the Proposal,
attached as part of Exhibit "A" hereto, and the RFP, attached as Exhibit "E" to this
Agreement. The. Work will be performed in accordance with the standards and duties set
forth in the Conformed Design Criteria Requirements, attached to this Agreement as
Exhibit"B". In the event of a conflict.between these exhibits, the following order of priority
shall prevail: first, Exhibit"B", second Exhibit"A", third Exhibit"D", and fourth, Exhibit
.4E»
DD. "Substantial Completion" means the date when the Work, as certified in writing by
the Contractor, and determined by the City in its sole discretion, has been developed,
designed, engineered and constructed in accordance with the Contract Documents such.
that all conditions of permits and regulatory agencies have been satisfied and the Project is
ready for occupancy, utilization and continuous commercial operation for the uses and
purposes intended by the City,without material interference from incomplete or improperly
completed Work and with only minor punch list items remaining to be completed, all as
reasonably determined by the City and evidenced by (1) the issuance of a Certificate of
Occupancy or Certificate of Completion by the authority having jurisdiction;(2)the issuance
of a Certificate of Substantial Completion by the Contractor; and (3) acceptance of such
Certificate of Substantial Completion by the City pursuant to the Contract Documents.
EE. "System"shall mean the water,wastewater and stormwater Supervisory Control and
Data Acquisition (SCADA)System, with Programable Logic Controller(PLC) including, but
not limited to, all Hardware, programming and integration labor, Software, and services,
combined together as a system, to be delivered by Contractor to the City under, in
accordance with, this Agreement.
FF. "System Acceptance" shall mean the event subsequent to Final Completion when
the City or the City's designated Engineer certifies in writing to the Contractor,that all Work
required under the Contract Documents, including the Testing and Acceptance section of
the Conformed Design Criteria Requirements, as set forth in Exhibit"B", attached hereto.,
has been completed, accepted by the City, and the warranty period commences.
GG. "System Acceptance Date" shall mean the date the System is accepted in writing,by
the City or the City's designated engineer, following completion of the System Acceptance
Tests. Upon the System Acceptance Date, the entire System shall become property of the
City.
HH. "System Acceptance Tests" shall mean the testing procedures, as set forth in the
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DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45=1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
Conformed Design Criteria Requirements, attached as part of Exhibit "B" to this
Agreement,and mutually agreed upon in writing by the City and Contractor to be performed
• to determine whether the System has met the Acceptance criteria set forth in the Statement
of Work.
II. "Training" shall mean onsite (unless otherwise mutually agreed upon) Operator
Training provided by the Contractor covering basic material for the HSS/HMI and RTU for
30 individuals designated by the City, as more particularly described in Section 5(E)herein.
3. TERM
The initial term ("Term") of this Agreement shall commence on the Effective Date, and
.shall continue thereafter for a term of fifteen (15) months for construction and completion
of the System("Construction Period"),followed by a maintenance period of five(5)years),
commencing from the date the City issues its letter of System Acceptance, unless earlier
terminated in accordance with this Agreement. The City, in the City Manager's sole
discretion, may extend the Construction Period upon a finding of Excusable Delay, as
defined in Section 34, or other good cause for the delay.
4. OPTION TO RENEW AGREEMENT/MAINTENANCE PERIODS:
During the Term, The City, through its City Manager, will have the option to extend the
maintenance services for two(2) additional five (5) year periods(each a "Renewal Term"),
subject to the availability of funds for succeeding fiscal years. The initial term and any
approved Renewal Term may be collectively referred to herein as the"Term").
5. SCOPE OF SERVICES:
A. Contractor agrees to provide the products and Services, as described in the terms
and conditions set forth herein, and, specifically, in the Statement of Work, all published
product data sheets and warranties for the products supplied in this Agreement, and
including any other Attachments or Appendices hereto, which by this reference are
incorporated into and made a part of this Agreement.
B. Contractor represents and warrants to the City that: (i) it possesses all
qualifications, licenses, authorizations, and expertise required for the performance of the
Services, including but not limited to full qualification to do business in Florida; (ii) it is not
delinquent in the payment of any sums due the City, including payment of permit fees,
business tax receipts, occupational licenses, accounts or invoices, etc., nor in the
performance of any obligations or payment of any monies to the City; (iii) all personnel
assigned to perform the Services are and shall be, at all times during the term hereof,
fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be
performed in the manner described in the Statement of Work; and (v) the person
executing this Agreement on behalf of Contractor has been duly authorized to execute
the same and fully bind Contractor as a party to this Agreement.
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C. Contractor shall at all times provide fully qualified, competent, and physically
capable employees to perform the Services under this Agreement. City may require
Contractor to remove any employee the City deems careless, incompetent,
insubordinate, or otherwise objectionable and whose continued services under this
Agreement is not in the best interest(s)of the City.
D. Contractor understands and agrees that any and all liabilities regarding the use of
any of Contractor's employees or any of Contractor's subcontractors for Services related
to this Agreement shall be borne solely by Contractor throughout the term of this
Agreement and that this provision shall survive the termination of this Agreement.
E. Training. Contractor, at its sole cost and expense, shall provide four(4)eight-hour
in-person (unless otherwise mutually agreed upon virtual training) days of training for 30
individuals designated by the City. At the Contractor's discretion,training may be provided
for all 30 individuals at once or in separate sessions. Nonetheless, 30 individuals shall
each receive four(4)eight-hour days of training.
F. Permitting. Contractor shall be responsible for all Work and fees associated with
permitting*for the wastewater,water, and stormwater stations listed in the Cost Schedule,
attached as part of Exhibit "A". Work and fees associated with the permitting of future
stations may be provided by Contractor or a third-party contractor, at the City's discretion.
Contractor agrees to honor pricing as reflected in "Future Group 1: Future Wastewater
Stations", "Future Group 2: Future Water Stations" and "Future Group 3: Future
Stormwater Stations" of the Contractor's Cost Schedule whether or not the Work is
provided by Contractor or a third-party contractor. *Contractor shall not be responsible for
the cost of permitting fees. Permit fees will be reimbursed to Contractor by the City as a
pass-through cost only.
G. Schedule.The final time period between the issuance of the Notice to Proceed(NTP)
and Substantial Completion will be agreed upon by the City and Contractor during the initial
scheduling consultation phase of the project.The schedule goal will be to meet a goal of 24
months, plus front-end Critical Path Lag (CPL) periods and any extensions necessitated
pursuant to a documented force majeure event. The CPL period is defined as the event
where Tower 41 and the City Yard antenna and grounding systems are complete.
H. Future Stations. The unit capital cost and Annual Maintenance Cost for future
wastewater, water, and stormwater station integration into the System by type, shall be as
indicated on the Cost Schedule. Prices represent today's cost and will be escalated
accordingly based upon the Producer Price Index (PPI) to the year of installation with a
3% cap, unless an extraordinary PPI escalation event occurs where annualized PPI
exceeds six percent (6%) for the year prior to installation. In this instance, the increase
above 6, will be shared equally by the Contractor and City (Refer to Exhibit "G" for an
escalation adjustment example). Any such adjustments, if any, shall be based on a
corresponding increase in the Producer Price Index; U.S. average (basis, 1982=100%)
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach,Florida
(Final Demand, producer price index percentage changes and weights for Final Demand-
Intermediate Demand groupings, not seasonally adjusted), as established by the United
States Bureau of Labor Statistics ("PPI"), for material adjustments to the scope or
1 requirements of the RFP by the City, however, that in no event shall any annual increase
exceed three percent (3%), with the exception noted above. if the City Manager
determines that the requested increase is unsubstantiated, the Contractor agrees to
perform due diligence to substantiate the request for the City's reconsideration;otherwise,
the Equipment, Services and costs shall be performed based upon the current cost terms.
The equipment, and services and costs related thereto for future stations shall be similar
in scope and performance to what is proposed for the initial fleet of stations and described
in the current Scope of Services for the Agreement.
Control Room. Contractor shall provide engineering, design, Hardware, Software,
programming, and integration, including all necessary work for a fully functioning System.
Contractor shall provide four (4) new workstations with enough processing power,
memory, and all other ancillary components required to operate the System in a fully
functional and satisfactory manner. The Control Room configuration to be finalized and
agreed upon by Contractor and the City through the submittal process.
J. Changes and Additions.City Requested Changes or Additions. The City may request
changes in or additions("Additional Work or Services")to the Work or in the time or place
of performance of the Work under this Agreement. If any such change causes an increase
or decrease in the cost of, or the time required for, performance of any part of the Work
under this Agreement,the Parties shall agree upon an equitable adjustment, in the Contract .
Price, the Project Schedule, or both by Change Order. Changes, price increases and/or
extensions of time shall not be binding upon either Party, unless and until evidenced by a
Change Order signed by the Parties hereto. Any change that increases original total
Contract Price by an amount that is less than or equal to $100,000.00, may be approved by
the City Manager. Any change that increases the initial total Contract Price by more than
$100,000.00, must be approved by the City Commission. Additionally, the City, in the City
Manager's sole discretion, may determine to obtain additional price quotes for the changes
or Additional Work or Services from other vendors("Third-Party Vendors"). Notwithstanding
the preceding, in the event Additional Work or Services are required as a result of error,
omission or negligence of the Contractor, the Contractor will not be entitled to additional
compensation. In the event that Additional Work or Services is performed by a Third-Party
Vendor, Contractor reserves the right to charge an additional fee to the City in connection
with the inspection of the Additional Work or Services being performed by the Third-Party
Vendors. In such case, the City will provide and allow for the Contractor's required
inspection and commissioning services of any SCADA equipment work provided by Third-
Party Vendors for the purpose of Warranty and Maintenance. Only SCADA System work in
the Statement of Work is covered by the Warranty and Maintenance Agreement period;
only Contractor and Contractor-provided equipment is covered.
K. Additional Services Not Specified. If the City requires the Contractor to perform
additional services or provide additional product(s) related to this contract, then the
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(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
Contractor shall be entitled to additional compensation. The additional compensation shall
be agreed upon before commencement of any additional services or provision of additional
product(s) and shall be authorized by a City. For the cost of labor for additional work not
specified under other line items,for regular and non-regular working hours. Contractor shall
be compensated in accordance with the hourly rates stipulated in Exhibit"H" price list, and
for additional parts/supplies (as applicable) a percentage markup shall be applied in
accordance with the upon agreed percentage stipulated in Exhibit "H" price list. City will
not pay for any additional service,work performed or product provided by contractor before
written approval from the City is provided by the City to the Contractor. Notwithstanding the
preceding, in the event additional services are required as a result of error, omission or
negligence of the Contractor,the Contractor will not be entitled to additional compensation.
6. COMPENSATION:
The amounts payable by the City to the Contractor shall be based on the Statement of Work
and Cost Schedule outlined in Exhibit "A", attached hereto, which by this reference is
incorporated into this Agreement. The Contract Price, which includes all costs associated
with delivering the turnkey Project including, without limitation, all contingencies for the
design, construction, operation and maintenance of the System in accordance with this
Agreement and the Contract Documents is $4,503,682.00
7. PAYMENT SCHEDULE:
The amounts outlined in the Cost Schedule shall be paid by the City to the Contractor as
detailed in Section 8. The compensation includes payment for all components of this
Agreement, including, without limitation, the Work, Services and Software, if applicable,
System Maintenance Services described in the Statement of Work and Cost Schedule.
8. PAYMENT TERMS:
A. Notwithstanding anything else in this Agreement, pursuant to State law, payment
shall be made in arrears based upon monthly progress billings for Work performed to
the satisfaction of the City ("Application for Payment") within forty-five (45) days
after receipt of Contractor's proper invoice for Services performed, as that term is defined
by the Local Government Prompt Payment Act, Section 218.70, et. seq., Florida Statutes.
Each Application for Payment shall be submitted to the City immediately after the end of the month
covered by such Application for Payment, based upon percentage of Work completed for each
phase of installation pursuant to the Project Schedule. Applications for Payment shall be in a form
and substance reasonably satisfactory to the City. Such Applications for Payment shall be
accompanied by sufficient supporting documentation and contain sufficient detail, to
allow a proper audit of expenditures, should City require an audit to be performed.
Such supporting documentation may include, without limitation, Contractor's payroll records
pertinent to the Work; progress report, updated progress schedule acceptable to the City; verifiable
evidence of updated as-built information for Work performed during the payment period in CAD
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(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:E1FC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
format; photographs; list of subcontractors that worked during the Application for Payment period;
Contractor and subcontractor lien waivers/releases of claims and consents of surety releasing the
City from any and all present or future liability for payment which accrued or may accrue against the
City on account of the Work that is the subject of the Application for Payment; and such other
documentation requested by the City or the City's designee in the City's review of Applications for
Payment. Any undisputed payment not controverted by the City and, in addition, not
received by Contractor within forty-five (45) days of the timeframe above shall allow
Contractor with the right at any time after such due date to suspend all Services
hereunder pursuant to its internal work stoppage procedures without being considered a
breach of this Agreement. Invoices shall be sufficiently detailed so as to comply with the
"Florida Prompt Payment Act",§218.70. -218.79, Florida Statutes, and any other applicable
laws. No advance payment(s)shall be made at any time, unless as stated herein.
B. Compensation for System Maintenance Services from the System Acceptance Date
forward shall be invoiced to the City semi-annually, with the first half of the payment due in
advance and the remaining half due six months thereafter.
C. City may withhold, in whole or in part, payment to such extent as may be necessary
to protect itself from loss on account of(a)defective Work not remedied; and (b)failure of
Contractor to provide any and all documents required by the Agreement.
D. Contractor agrees and understands that (i) any and all subcontractors providing
Services related to this Agreement shall be paid through Contractor and not paid directly
by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for
any of the Services related to this Agreement shall be borne solely by Contractor.
9. RETAINAGE:
The City shall withhold from each progress payment made to the Contractor retainage
in the amount of five percent (5%) of each such payment of the Work that has been
completed and certified by the Contractor, RPR and the City, until Substantial
Completion as provided in Section 2 herein.
The preliminary Schedule of Payment ItemsNalues will follow a
per-site value using the BAFO, with invoicing taking place monthly using the
following structure:
25% for submittal/mobilization,
55% for delivery of product/installation,
15% on startup (site online and fully functional), with a
5% punch list/retainage.
Any reduction in retainage below five percent (5%) shall be at the sole discretion of the
City after written request by Contractor.
All requests for release of retainage shall be made in accordance with, and shall be
subject to, the requirements of Section 255.078 of the Florida Statutes, as may be
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DocuSign Envelope ID:El FC5D45-1 F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
amended. Except as provided by law, the City shall have no obligation to release or
disburse retainage until Substantial Completion of the Project. Any such request shall
be made independently of and separately from any Application for Payment or other
document required by the Contract Documents. Upon receipt by the Contractor of a
Certificate of Substantial Completion, fully executed by the City establishing the
Substantial Completion Date, and after completion of all items on the Substantial
Completion Punch List and/or other incomplete Work, the Contractor may submit a
payment request for all remaining retainages. It shall be the City's sole determination
as to whether any of the items have been completed. For items deemed not to have
been completed, the City may withhold retainage up to two times the total cost to
complete such items. In the event that all or any of the Substantial Completion Punch
List items have not•been completed on or before the Final Completion Date, then City,
in its sole discretion, may elect to complete some or all of such Substantial Completion
Punch List items and apply the retainage held with respect thereto towards the.costs of
completion thereof; provided, however, in the event that such retainage amounts are not
sufficient to complete the remaining Substantial Completion Punch List items, Contractor
shall promptly pay to or reimburse the City for the amount of any deficiency. Any interest
earned on retainage shall accrue to the benefit of City. City shall disburse the retainage
amounts withheld upon the City's acceptance of the completion of the items for which
they were withheld and, assuming that no other items or conditions have arisen with
respect to the Work, including, without limitation, any defects or other noncompliance
with the Contract Documents.
10. CONTINGENCY ALLOWANCE:
Contingency on this project is $450,368.20 or approximately 10% of the total Contract
Price, which is available for City's use at its sole discretion to defray additional expenses
relative to unforeseen issues or items expressly chargeable to the City pursuant to the
Contract Documents. The Contractor has no right or entitlement whatsoever to the
Contingency Allowance and use thereof shall be subject to the City Manager's prior
written approval and issuance of a Change Order by the City at its sole and absolute
discretion. Any unused amounts in Contingency Allowance shall accrue solely to the
City.
11. LIQUIDATED DAMAGES:
A. Substantial Completion. The failure of the. Contractor to meet the milestones or
complete the Project by the Substantial Completion Date(as such date may be extended
in accordance with the terms of this Agreement) will deprive the City and the residents
and visitors of the City of a valuable asset. Therefore, the Contractor agrees that the
Contractor shall begin the Project in conformity with the provisions set forth herein and
shall prosecute the same with all due diligence and adequate manpower, so as to timely
achieve the milestones(if any)and Substantial Completion of the entire Project(as such
date may be extended in accordance with the terms of this Agreement). If Contractor
fails to achieve Substantial Completion, plus any approved written time extensions, the
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(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742,
City of Miami Beach, Florida
City shall deduct, from monies otherwise due the Contractor, a liquidated damages
amount assessed daily, in the amount of$500.00 per day, commencing on the first day
following the date Contractor was to achieve Substantial Completion of the Work,
pursuant to the approved and updated Project Schedule, until Contractor achieves
Substantial Completion.
B. Final Completion. After Substantial Completion, should Contractor fail to
complete the remaining Work within the time specified Upon failure of Contractor to
achieve for Final Completion, plus approved time extensions, the City shall deduct from
monies otherwise due the Contractor a liquidated amount assessed daily, in the amount
of $500.00 per day, commencing on the first day following the date Contractor was to
achieve Final Completion of the Work, pursuant to the approved and updated Project
Schedule, until Contractor achieves Final Completion.
C. Contractor acknowledges and agrees that the foregoing Liquidated Damages
amounts are not penalties and have been set based on an evaluation by City of damages
to City and the public caused by Contractor's untimely performance. Such damages
may include, without limitation, additional costs of administering this Agreement
(including Project staff, legal, accounting, consultants, overhead and other
administrative costs). Contractor and City have agreed to such Liquidated Damages in
order to fix Contractor's costs and to avoid later disputes over which items are properly
chargeable to Contractor as a consequence of Contractor's delays, in view of the Parties'
recognition of the impossibility of precisely ascertaining the amount of damages that will
be sustained by City as a consequence of such delay. By entering into this Agreement,
Contractor acknowledges that the amounts established for Liquidated Damages are fair
and commercially reasonable. Such Liquidated Damages shall apply separately to each
milestone containing the right to assess Liquidated Damages.
D. Liquidated Damages shall be deducted from monies otherwise due Contractor,
whether or not the City terminates Contractor for cause and whether or not Surety •
completes the Project after a default by Contractor. Contractor further acknowledges
and agrees that Liquidated Damages may be owed even though no event of default has
occurred.
E. Liquidated Damages shall apply solely to cover case claims arising from delay in
timely.achieving any milestone for which the right to assess Liquidated Damages is
specified, including, without limitation, Substantial Completion or Final Completion, in
accordance with the Contract Documents, for which the foregoing Liquidated Damages
amounts are set,and are not intended to, and do not, liquidate Contractor's liability under
any other provision of this Agreement or for other events for which no liquidated damage
amount is set. Liquidated Damages shall not liquidate Contractor's liability under the
indemnification provisions of this Agreement.
F. Contractor, in addition to reimbursing City for Liquidated Damages for untimely
performance, shall reimburse City for all costs incurred by City to repair, restore, and/or
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
complete the Work. All such costs shall be deducted from the monies otherwise due
Contractor for performance of Work under this Agreement by means of unilateral credit
or deductive Change Orders issued by City.
12. PENALTY FOR FAILURE TO PERFORM.
A. Contractor shall provide assistance to City personnel in the Maintenance and support
to the extent necessary to ensure continuous optimal functioning of the complete System
including,without limitation,the Equipment and Software for the duration of the Agreement
and any extension thereafter. No provision within this Contract shall extend the Contractor's
responsibility to Software, Equipment or Services that the Contractor did not provide.
B. City personnel will be responsible for initial response and troubleshooting to any
malfunction. When determined appropriate by the City,the City shall escalate a malfunction
• to Contractor for assistance. Contractor shall begin support for any escalated malfunction
within two (2) hours of notification by City and work continuously until the problem is
resolved. For malfunctions that are identified as an emergency by the City,Contractor shall
begin maintenance services immediately and work continuously without interruption until
the problem is resolved or mitigated. For the purpose of this Agreement, the term
"emergency" is defined as the loss of use of(i)the entire System;(ii) portion of the System,
consisting of a group of two or more stations within the System;or(iii) downtime of any one
of the following individual major water, sewer or stormwater pump stations ("Critical
Stations"): Sewer Stations: 1,2, 4, 5, 6, 7, 8, 10, 11, 13, 14, 15, 18, 19, 21, 22,23, 24, 27,
28,29, 30, 31;and Water Stations: W1, W2,W3, W4, W5 and W7. Contractor shall provide
a timely response and resolution of any errors, defects, malfunctions, or other issues
affecting the use or performance of the Software/Equipment. The City's requirements
regarding Contractor onsite response will be to ensure accessibility to all Contractor onsite
spare parts and immediate access to any site in question, including any site that may have
limited access, including Tower 41. Any delay in onsite or remote access via VPN creates
a "City approved delay" in the response time for any repair or corrective action, the
Contractor will document such delay.
C. Contractors on-call availability shall be provided via telephone and e-mail during
normal business hours and to receive and respond to inquiries or questions from City
regarding use, operation, or functionality of the Software/Equipment. A telephone number
shall be maintained by the Contractor at which the Contractor can be reached twenty-four
(24) hours per day, seven (7) days per week, 365 days per year to discuss and resolve
Emergency service requests. The telephone shall be attended by a live technical support
person, trained, and experienced, and capable of understanding and addressing SCADA
Software/Equipment issues.
D. As needed, the initial response of Contractor or its subcontractor to a malfunction or
issue shall be in the form of a telephone call, site visit, non-automated electronic
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(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
communication, or access using a remote maintenance terminal by a trained and
experienced technician. Contractor shall use its continuing best efforts to correct the
malfunction as expeditiously as it can. The initial response to any notification from the City
to the Contractor for any System service will be through the VPN access to the System
provided, supported, and maintained by the City. Temporary mitigations or workarounds
will only be implemented upon notification and approval by the City Project Manager; such
mitigations shall ensure optimal performance of the System and SCADA
Software/Equipment and be compatible with City's existing systems.
E. No temporary mitigations or workarounds will be allowed without prior approval of
the City's Project Manager. In the event of multiple malfunctions,the prioritization for repairs
shall be reasonably determined by the City Project Manager.
F. The Contractor shall notify the City of any emergency repair response by Contractor
exceeding the forty-eight (48) hour period established herein. Such notification shall be
provided to the City in writing and include an explanation for the delayed response. Any
emergency repair caused or made necessary by; (a) an act or failure to act on the.Part of
the City, its agents, employees, vendors or subcontractors, (b) a Force Majeure event or
events, (c)the failure of non-Contractor supplied materials or equipment, or workmanship,
or(d)the acts of any"Other Party or Parties"not directly employed by or sub-contracted by
Contractor are excluded from the Contractor repair response time. Documented expenses
incurred by the City which are directly attributable to Contractor's failure to timely respond
to an emergency repair or negligence of the Contractor in performing an emergency repair
shall be reimbursed by Contractor to the City. However, in no event shall the Contractor be
liable for reimbursable expenses incurred by the City that exceed $1000.00/day.
In the event that malfunctioning Contractor supplied materials or equipment is not returned
to service within seventy-two(72)hours of notification by City,then the City shall have the
right, but not the obligation,to call in another service organization to perform the necessary
repairs and the Contractor shall be responsible for the payment, or reimbursement to City,
of such emergency service.Any repairs undertaken by City personnel or any other qualified
service organization, shall not affect any warranty or service Agreement or any other
commitment undertaken hereunder.
G. All calls/requests are expected to be acknowledged by Contractor within two (2)
hours of initiation by the City. If the contractor fails to meet this requirement, the City may
offset any sums due to the Contractor at a rate of $100 for each hour the Contractor's
average response time exceeds the required 2-hour response time in the preceding month,
which the parties agree is a fair and reasonable approximation of City's negative financial
impact caused by the delay in Contractor's response.
H. In the event that a System malfunction is determined by the Contractor to be the fault
of the City or any individual or organization not a party to this Agreement, the Contractor
must notify City at time of discovery or within 24 hours of the findings via telephone and
email to the City Project Manager. Under no circumstance shall the Contractor be in anyway
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(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
responsible or liable for any damage to the System to be acquired by the City under this
Agreement which has been determined by the Contractor to have been caused by or made
necessary by; (a) an act or failure to act on the Part of the City, its agents, employees,
vendors or subcontractors, (b) a Force Majeure event or events, (c) the failure of non-
Contractor supplied materials, equipment, or workmanship, or (d) the acts of any "Other
Party or Parties" not directly employed or sub-contracted by Contractor.
Per Exhibit"A", Phase 2, Tab 1.1: "The SCADA System Annual Maintenance provision is
inclusive of the products and services provided by Contractor only. Onsite Services under
this plan which do not result in the direct repair of a product or service provided by
Contractor will result in a "Time and Material" invoice for the Onsite Service, even if
Contractor cannot correct the issue. As an example; if Contractor is called to Miami'Beach
to resolve a perceived SCADA issue, and the issue proves to be something other than
material or services provided by Contractor (i.e. the issue is a 3rd party device simply
connected to SCADA such as a pump starter, VFD or instrument that must be
serviced/repaired by others),an invoice for the associated travel and labor will be submitted.
Contractor will coordinate support efforts with City ahead of any onsite service trip to
potentially eliminate an unnecessary site visit that could result in this type of charge."
I. Contractor shall clear all trouble reports with the SCADA System Manager, with
City's staff person who reported the trouble and the City Project Manager. Repairs will not
be considered complete until cleared by City personnel.
J. Records and Reports for incidents. Contractor will maintain records of its support
and maintenance services and malfunction resolutions, which shall include at least the
following:
1. Date, time, and name of contact for each service/malfunction.
2. Date and time of response by Contractor.
3. Description of service/malfunction and analysis of error, defect, or other issue
causing the malfunction.
4. All steps and actions taken to resolve the malfunction.
5. Date and time of resolution and City-representative notified of resolution; and
6. All equipment and/or labor costs associated with resolution.
At the request of City, Contractor shall provide reports of the foregoing records.
K. The maintenance agreement does not include any product repair and/or replacement
cost associated with Force Majeure events such as war, civil insurrection, riot, fires,
terrorism, sabotage, explosions, transportation accidents, strong hurricanes or tornadoes,
earthquakes, or other acts of God.
13. QWNERSHIP OF DQCUMEN7SIUSE
A. Contractor understands and agrees that any information, document, report or any
other material whatsoever which is given by the City to Contractor, its employees, or
any subcontractor, or which is otherwise obtained or prepared by Contractor solely
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
and exclusively for the City, and not already established in the public domain at
the time obtained, pursuant to or under the terms of this Agreement, is and shall at all
times remain the property of the City. Contractor agrees not to use any information,
document, report, or material produced exclusively for the City for any other purpose
whatsoever without the written consent of City Manager, which may be withheld or
conditioned by the City Manager in his/her sole discretion. Contractor is permitted to make
and to maintain duplicate copies of the files, records, documents, etc., if Contractor
determines copies of such records are necessary subsequent to the termination of this
Agreement; however, in no way shall the confidentiality as permitted by applicable law be
breached. The City shall maintain and retain ownership of any and all work product
provided by the Contractor to the City, including without limitation, documents, reports,
and data which result upon the completion of the Work and Services under this Agreement.
The Contractor will retain ownership solely of pre-existing original boilerplate documents
not produced exclusively for the City; however, notwithstanding the foregoing paragraph,
the City shall retain a non-assignable, non-revocable license to use any boiler plate manuals,
instructions or other documents owned by Contractor related to the System and its
components.
B. Use of Name:
Contractor understands and agrees that the City is not engaged in research for
advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the
limited scope of normal and customary marketing and promotion of its work, to use the
general results of this Project and the name of the City. The Contractor agrees to
protect any confidential information provided by the City and will not release information
of a specific nature without prior written consent of the City Manager or the City
Commission.
14. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. Contractor agrees to provide access to the City or to any of its duly authorized
representatives, to any books, documents, papers, and/or records of Contractor which are
pertinent to this Agreement, for the purpose of audit or examination by the City. The City
may, at reasonable times, at its own expense, and for a period of up to three (3) years
following the date of final payment by the City to Contractor under this Agreement,audit and
inspect, or cause to be audited and inspected, those books, documents, papers, and
records of Contractor which are related to Contractor's performance under this Agreement.
Contractor agrees to maintain all such books, documents, papers, and records at its
principal place of business for a period of three(3)years after final payment is made under
this Agreement, and all other pending matters are closed. Contractor's failure to adhere to
or refusal to comply with this condition shall result in the immediate termination of this
Agreement by the City.
B. The City may, at reasonable times during the term hereof, inspect Contractor's
facilities and perform such tests, as the City deems reasonably necessary, to determine
whether the goods or services required to be provided by Contractor under this Agreement
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DocuSign Envelope ID:El FC5D45-1 F69-4ADC-B806-1139F9C10742
City of Miami Beach,Florida
conform to the terms of the Contract Documents. Contractor shall make available to the
City all reasonable facilities and assistance to facilitate the performance of tests or
inspections by City representatives.
15. AWARD OF AGREEMENT:
Contractor represents and warrants to the City that it has not employed or retained any
person or company employed by the City to solicit or secure this Agreement and that it
has not offered to pay, paid, or agreed, to pay any person (other than Contractor's •
employees)any fee, commission, percentage, brokerage fee,or gift of any kind contingent
upon or in connection with, the award of this Agreement.
16. PUBLIC RECORDS:
A. Contractor shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
B. The term "public records" shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books,tapes,photographs,films,sound
recordings, data processing software, or other material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or ordinance
or in,connection with the transaction of official business of the Employer.
C. Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Contractor shall:
1. Keep and maintain public records required by the City to perform the service;
2. Upon request from the City's custodian of public records, provide the City with a copy
of the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as
otherwise provided by law;
3. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as authorized by law, for
the duration of the contract term and following completion of the Agreement if the Contractor
does not transfer the records to the City;
4. Upon completion of the Agreement, transfer, at no cost to the City, all public records
in possession of the Contractor or keep and maintain public records required by the City to
perform the service_ If the Contractor transfers all public records to the City upon completion
of the Agreement,the Contractor shall destroy any duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the Agreement,the Contractor shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's custodian of public
records, in a format that is compatible with the information technology systems of the City.
D. REQUEST FOR RECORDS; NONCOMPLIANCE.
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach,Florida
1. A request to inspect or copy public records relating to the City's contract for product
and services must be made directly to the City. if the City does not possess the requested
records, the City shall immediately notify the Contractor of the request, and the Contractor
must provide the records to the City or allow the records to be inspected or copied within a
reasonable time.
2. Contractor's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City,at its sole discretion, may:(1)unilaterally terminate
the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or(3)
avail itself of any available remedies at law or in equity.
E. CIVIL ACTION.
1. If a civil action is filed against a Contractor to compel production of public records
relating to the City's contract for services, the court shall assess and award against the
Contractor the reasonable costs of enforcement, including reasonable attorney fees, if:
a. The court determines that the Contractor unlawfully refused to comply with the public
records request within a reasonable time; and
b. At least 8 business days before filing the action, the plaintiff provided written notice of
the public records request, including a statement that the Contractor has not complied with
the request,to the City and to the Contractor.
2. A notice complies with subparagraph (1)(b) if it is sent to the City's custodian
of public records and to the Contractor at the Contractor's address listed on its contract with
the City or to the Contractor's registered agent. Such notices must be sent by common
carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with
postage or shipping paid by the sender and with evidence of delivery, which may be in an
electronic format.
3. A Contractor who complies with a public records request within 8 business days after
the notice is sent is not liable for the reasonable costs of enforcement.
F. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(a7MIAMIBEACHFL.GOV
PHONE: 305-673-7411
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DocuSign Envelope ID:E1FC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
17. COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS:
Contractor agrees to comply with and observe all applicable Federal, State, and
local laws, codes and ordinances, including, without limitation, the Code of Ordinances
of the City of Miami Beach, as they may be amended from time to time. Contractor further
agrees to include in all of Contractor's agreements with subcontractors for any Services
related to this Agreement this provision requiring subcontractors to comply with and
observe all applicable federal, state, and local laws, rules, regulations, codes, and
ordinances, as they may be amended from time to time.
18. RESOLUTION OF CONTRACT DISPUTES:
Contractor understands and agrees that all disputes between Contractor and the City
based upon an alleged violation of the terms of this Agreement by the City shall be
submitted to the City Manager for his/her resolution, prior to Contractor being entitled to
seek judicial relief, in connection therewith. The City Manager shall render an initial
recommendation for determination of such dispute, in writing, as soon as practicable, but
not later than forty-five (45) days of receipt of such claim, unless the parties mutually
stipulate otherwise in writing or other circumstances warrant a time extension as
determined by the City. Failure to render a written decision within the 45 days, or a later
date if stipulated by the parties, shall be considered a denial of the claim.
The adherence to this Section is a condition precedent to the institution of any civil action
by the Contractor against the City.
19. TERMINATION FOR CAUSE.
If the Contractor shall fail to fulfill in a timely manner, or otherwise violates, any of the
covenants, agreements, or stipulations material to this Agreement, the City,through its City
Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to
exercising its option to terminate for cause,the City shall notify the Contractor of its violation
of the particular term(s) of this Agreement, shall attempt resolution of the dispute as
described in Section 18, and if no resolution is achieved, shall grant Contractor thirty (30)
days to cure such default. If such default remains uncured after thirty (30) days, the City
may terminate this Agreement without further notice to Contractor.
Notwithstanding the above, the Contractor shall not be relieved of liability to. the City for
damages sustained by the City by any breach of the Agreement by the Contractor. The
City, at its sole option and discretion, shall be entitled to bring any and all legal/equitable
actions that it deems to be in its best interest in order to enforce the City's right and remedies
against Contractor. The City shall be entitled to recover all costs of such actions, including
reasonable attorneys'fees.
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
20. TERMINATION FOR CONVENIENCE OF THE CITY:
THE CITY MAY ALSO,THROUGH ITS CITY MANAGER,AND FOR ITS CONVENIENCE
AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE
TERM BY GIVING WRITTEN NOTICE TO CONTRACTOR OF SUCH TERMINATION;
WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING
RECEIPT BY THE CONTRACTOR OF SUCH NOTICE. IF THE AGREEMENT IS
TERMINATED FOR CONVENIENCE BY THE CITY, CONTRACTOR SHALL BE PAID
FOR ANY PRODUCT AND SERVICES SATISFACTORILY PERFORMED UP TO THE
DATE OF TERMINATION. •
21. TERMINATION FOR INSOLVENCY:
The City also reserves the right to terminate the Agreement in the event the Contractor is
placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit
of creditors. In such event, the right and obligations for the parties shall be the same as
provided for in Section 20.
22. REMEDIES:
A. In the event of a material breach of this Agreement by Contractor which shall
continue for thirty (30) or more days after written notice of such, breach (including a
reasonably detailed statement of the nature of such breach) shall have been given to,
Contractor by the City, the City will be entitled to avail itself cumulatively of any and all
remedies available at law or in equity (provided such remedies are not otherwise limited
under the terms of this Agreement) and either: (1) suspend performance of its payment
obligations under the Agreement for as long as the breach continues uncorrected; or (2)
terminate this Agreement by written notice to Contractor if the breach remains uncorrected.
The following shall constitute a "material breach" of this Agreement: (1) violation by
Contractor of any State, Federal or local law, or failure by Contractor to comply with any
applicable States and Federal service standards,as expressed by applicable statutes,rules
and regulations; (2) failure by Contractor to carry applicable licenses or certifications as
required by law; (3) failure of Contractor to comply with reporting requirements contained
herein;(4)inability of Contractor to perform the Work provided for herein, not due to a Force
Majeure Event; and (5) failure to perform any of the Work or Services required by the
Contract Documents, or otherwise failing to comply with any of the material terms of this
Agreement or the Contract Documents including, without limitation, maintaining required
insurance coverages; timely complying with the design, build, repair, maintenance'and/or
warranty obligations of the. Agreement; and. failure to provide the City with the
Documentation Deliverables.
B. In the event of: (1) any failure by City for forty-five (45) or more days to make any
payment when due(for reasons other than a material breach on the part of the Contractor,
as provided in subsection .A, or (2) any other material breach of this Agreement by City
which shall continue for forty-five (45) or more days after written notice of such breach
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City of Miami Beach,Florida
(including a reasonably detailed statement of the nature of such breach) shall have been
given to City by Contractor, Contractor shall be entitled to avail itself cumulatively of any
and all remedies available at law or in equity (provided such remedies are not otherwise
limited under the terms of this Agreement) and either: (1) suspend performance of its
obligations under this Agreement for as long as the breach remains uncorrected; or (2)
terminate this Agreement by written notice to City if the breach remains uncorrected.
C. In the event the City terminates this Agreement as provided herein, all finished and
unfinished Hardware and Documentation Deliverables produced or made by Contractor
solely for the City under this Agreement shall become the property of the City and
Contractor shall be entitled to receive compensation in accordance with the terms of this
Agreement for any such Hardware and Documentation Deliverables. Notwithstanding the
above, Contractor shall not be relieved of liability to the City for damages sustained by the
City by virtue of any breach of this Agreement by Contractor described in subsection A
above and, after providing Contractor with written notice of breach as set forth in subsection
A, the City may withhold any payments to Contractor for the purpose of set-off of any
damages, as agreed upon or finally adjudicated, against such payment. The City reserves
all rights and remedies under applicable laws.
23. INDEMNIFICATION:
Contractor agrees to indemnify, hold harmless and defend the City of Miami Beach and its
officers, employees, agents, and contractors,from and against any and all actions(whether
at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to,
attorneys' fees and costs, for personal or bodily injury, wrongful death, loss of or damage
to property, by reason of third party claims, which may arise or be alleged to have arisen
from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, its
officers, employees, agents, contractors, or any other person or entity acting under
Contractor's control or supervision, in connection with, related to, or as a result of the
Contractor's performance of the Services pursuant to this Agreement. To that extent, the
Contractor shall pay all such claims and losses and shall pay all such costs and judgments
which may issue from any lawsuit arising from such claims and losses and shall pay all
costs and attorneys'fees in the defense of such claims and losses, including appeals. The
City agrees to notify Contractor in writing as soon as practical of any third-party claim,
demand or cause of action for which the City will request indemnification from Contractor
and will provide Contractor with the necessary information and assistance to defend or
settle such claim, demand, or cause of action. The Contractor expressly understands and
agrees that any insurance protection required by this Agreement or otherwise provided by
the Contractor shall in no way limit the Contractor's responsibility to indemnify, keep and
save harmless and defend the City or its officers, employees, agents and instrumentalities
as herein provided. Notwithstanding the foregoing, in no case shall Contractor's liability
hereunder for claims and losses exceed the amount set forth in Section 25(b)(Contractor's
Limitation of Liability.)
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DocuSign Envelope ID:ElFC5D45-1F69.4ADC-B806-1139F9C10742
City of Miami Beach,Florida
24. INSURANCE:
A. The Contractor shall maintain and carry in full force during the Term, the following
insurance:
1. Contractor General Liability, in the amount of$1,000,000;
2. Professional Technical Errors and Omissions, in the amount of$200,000; and
3. Workers Compensation & Employers Liability, as required pursuant to Florida
Statutes.
B. The insurance must be furnished by insurance companies authorized to do business
in the State of Florida. All insurance policies must be issued by companies rated no less
than"B+" as to management and not less than"Class VI"as to strength by the latest edition
of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its
equivalent.
C. Contractor will provide the City at least thirty (30) days prior to material changes to
the policy. The insurance certificates for General Liability shall evidence the City as an
additional insured and evidence a waiver of subrogation endorsement.
D. Electronic certificates of insurance must be submitted to the City's Risk Manager for
approval (prior to any Work and/or Services commencing) and will be kept on file in the
Office of the Risk Manager.
E. The Contractor is also solely responsible for obtaining and submitting all insurance
certificates for any sub-Contractors.
F. Compliance with the foregoing requirements shall not relieve the Contractor of the
liabilities and obligations under this Section or under any other portion of this Agreement.
G. The Contractor shall not commence any Work and or Services pursuant to this
Agreement until all insurance required under this Section has been obtained and such
insurance has been approved by the City's Risk Manager.
H. Contractor shall be responsible for assuring that the insurance certificates required
under this Agreement remain in full force and effect for the duration of this Agreement,
including any extensions hereof. If insurance certificates are scheduled to expire during
the term of this Agreement and any extension hereof, Contractor shall be responsible
for submitting new or renewed insurance certificates to the City's Risk Management .
Administrator as soon as coverages are bound with the insurers. In the event that expired
certificates are not replaced with new or renewed certificates which cover the term of this
Agreement and any extension thereof:
1. the City shall suspend this Agreement until such time as the new or renewed
certificate(s) are received in acceptable form by the City's Risk Management
Administrator; or
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City of Miami Beach, Florida
2. the City may, at its sole discretion, terminate the Agreement for cause and
seek re-procurement damages from Contractor in conjunction with the violation of the
terms and conditions of this Agreement.
I. CERTIFICATE HOLDER ON ALL COI MUST READ:
CITY OF MIAMI BEACH
c/o EXIGIS Insurance Compliance Services
P.O. Box 947
Murrieta, CA 92564
Kindly submit all certificates of insurance,endorsements, exemption letters to our servicing agent,
EXIGIS, at:
Certificates-miamibeach& riskworks.com
J. Compliance with :the foregoing requirements shall not relieve Contractor of its
liabilities and obligations under this Agreement.
25. LIMITATION OF LIABILITY:
A. The City's Limitation of Liability.
The City desires to enter into this Agreement only if in so doing the City can place a limit on
the City's liability for any cause of action, for money damages due to an alleged breach by
the City of this Agreement, so that its liability for any such breach never exceeds the sum
of the compensation/fee to be paid to the Contractor pursuant to this Agreement, less any
•
amounts actually paid by the City as of the date of the alleged breach, but in no event
exceeding the total aggregate amount of the purchase order or invoice giving rise to the
claim or cause of action. Contractor hereby expresses its willingness to enter into this
Agreement with Contractor's recovery from the City for any damages from any action for
breach of contract to be limited to a maximum amount of the compensation/fee to be paid
to the Contractor pursuant to this Agreement, less any amounts actually paid by the City as
of the date of the alleged breach, but in no event exceeding the aggregate amount of the
purchase order or invoice giving rise to the claim or cause of action.
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to the Contractor for damages in an amount
in excess of the compensation/fee to be paid to the Contractor pursuant to this Agreement,
less any amounts actually paid by the City as of the date of the alleged breach, but in no
event exceeding the aggregate amount of the purchase order or invoice giving rise to the
claim or cause of action, for any action or claim for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the City by this
Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to
be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28,
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
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Florida Statutes.
B. Contractor's Limitation of Liability.
Except for Contractor's liability to third parties for its willful misconduct or grossly negligent
acts or omissions, the total liability of Contractor, including its subcontractors or suppliers,
for all claims of any kind for any loss or damage,whether in contract,warranty,tort(including
negligence or infringement), strict liability or otherwise, arising out of, connected with, or
resulting from the performance or non-performance of the provisions of this Agreement,shall
not exceed $1,000,000.00.
26. NONDISCRIMINATION:
In connection with the performance of the Services, the Contractor shall not exclude from
participation in, deny the benefits of, or subject to discrimination anyone on the grounds
of race, color, national origin, sex, age, disability, religion, income or family status.
Additionally, Contractor shall comply fully with the City of Miami Beach Human Rights
Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time,
prohibiting discrimination in employment (including independent contractors), housing,
public accommodations, and public services and in connection with its membership or
policies because of actual or perceived race, color, national origin, religion, sex,
intersexuality, gender identity, sexual orientation, marital and familial status, age,
disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status,
labor organization membership, familial situation, or political affiliation.
27. ASSIGNMENT:
This Agreement shall not be assigned, sold, conveyed, pledged,encumbered or otherwise
transferred by Contractor, in whole or in part, and Contractor shall not assign any part
of its operations, without the prior written consent of the City Manager, which may be
withheld or conditioned, in the City Manager's sole discretion.
28. NOTICES:
All notices or other communications required under this Agreement shall be in writing and
shall be given by hand-delivery or by registered or certified U.S. Mail, return receipt
requested, addressed to the other party at the address indicated herein or to such other
address as a party may designate by notice given as herein provided. Notice shall be
deemed given on the day on which personally delivered;or if by mail, on the fifth day after
being posted or the date of actual receipt, whichever is earlier.
TO CONTRACTOR: TO THE CITY:
DATA FLOW SYSTEMS, INC. Public Works Department
605 N. John Rodes Blvd. City of Miami Beach
Melbourne, FL 32934 451 Dade Blvd.
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
Attn: Gary Hudson Miami Beach, FL 33139
Ph: 321-259-5009 Attn: Lys Desir, Director Infrastructure
Email: Gary@dataflowsys.com Division
Ph: 305-673-7000 ext.6243
Email: Lys Desir a(�miamibeachfl.gov
29. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings between the parties shall be in any state or federal
court in the State of Florida. Each party shall bear its own attorney's fees. Each party
waives any defense, whether asserted by motion or pleading, that the aforementioned
courts are an improper or inconvenient venue. Moreover, the parties' consent to the
personal jurisdiction of the aforementioned courts and irrevocably waive any objections
to said jurisdiction.The parties irrevocably waive any rights to a jury trial.
B. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
C. No waiver or breach of any provision of this Agreement shall constitute a waiver of
any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
D. Should any provision, paragraph, sentence, word or phrase contained in this
Agreement be determined by a court of competent jurisdiction to be invalid, illegal or
otherwise unenforceable under the laws of the State of Florida or the City, such
provision, paragraph, sentence, word or phrase shall be deemed modified to the extent
necessary in order to conform with such laws, or if not modifiable, then same shall be
deemed severable, and in either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and effect or limitation of its use.
E. Contractor shall comply with all applicable laws, rules and regulations in the
performance of this Agreement, including but not limited to licensure, and certifications
required by law for professional service Contractors.
F. This Agreement constitutes the sole and entire agreement between the parties
hereto. No modification or amendment hereto shall be valid unless in writing and
executed by properly authorized representatives of the parties hereto. Except as otherwise
set forth in Article 4 above, the City Manager shall have the sole authority to extend,
amend, or modify this Agreement on behalf of the City.
G. City will make reasonable effort to obtain and transfer, in electronic form, to
Contractor that available information, data and documents needed for Contractor's
Services. The City agrees that all information, documents and data Contractors requests
for the requested services will be made available and transmitted in electronic form,
that all such information, documents and data provided will be complete and accurate,
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that Contractor will have the full cooperation of the City personnel, vendors and
retirement systems, that the City will issue a representation letter from management
concerning these matters, and that Contractor may rely upon such information.
H. Any Governmental, not-for-profit or quasi-governmental entity in the State of
Florida, with the acquiescence of the Contractor, may avail itself of this contract and
purchase any and all identical goods/services, specified herein from the Contractor at the
Contract price(s)and timeframe established herein,when permissible by federal,state and
local laws, rules, and regulations.
30. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties hereto, their heirs, executors, legal
representatives, successors, or assigns.
31. INDEPENDENT CONTRACTOR:
Contractor has been procured and is being engaged to provide services to the City as an
independent contractor, and not as an agent or employee of the City. Contractor further
understands and agrees that Contractor's or subcontractors' use or entry upon City
properties shall not in any way change its or their status as an independent contractor.
32. CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the availability of funds and an annual
appropriation by the City Commission, at its sole discretion, and continued authorization
for program activities and the Agreement is subject to amendment or termination due to
lack of allocated and available funds, reduction or discontinuance of funds or change in
laws, codes, rules, policies, program requirements, or regulations, upon thirty (30) days
written notice to the Contractor.
33. FORCE MAJEURE:
A. "Force Majeure" event is an event that (i) in fact causes a delay in the performance of
the Contractor or the City's obligations under the Agreement, and (ii) is beyond the
reasonable control of such party unable to perform the obligation, and (iii) is not due to an
intentional act, error, omission, or negligence of such party, and (iv) could not have
reasonably been foreseen and prepared for by such party at any time prior to the occurrence
of the event. Subject to the foregoing criteria, Force Majeure may include events such as
war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions,
embargo restrictions, quarantine restrictions, transportation accidents, strikes,the systemic
interruption in the supply chain for Hardware or parts needed for the performance of the
Agreement, strong hurricanes or tornadoes, earthquakes, or other acts of God which
prevent performance. Force Majeure shall not include technological impossibility, inclement
weather, or failure to secure any of the required permits pursuant to the Agreement.
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B. If the City or Contractor's performance of its contractual obligations is prevented or
delayed by an event believed by to be Force Majeure, such party shall immediately, upon
learning of the occurrence of the event or of the commencement of any such delay, but in
any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of
event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the
anticipated impact on the Agreement, (iv) of the anticipated period of the delay, and (v)of
what course of action such party plans to take in order to mitigate the detrimental effects of
the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a
condition precedent to allowance of any relief pursuant to this section; however, receipt of
such notice shall not constitute acceptance that the event claimed to be a Force Majeure
event is in fact Force Majeure,and the burden of proof of the occurrence of a Force Majeure
event shall be on the requesting party.
C. No party hereto shall be liable for its failure to carry out its obligations under the
Agreement during a period when such party is rendered unable, in whole or in part, by Force
Majeure to carry out such obligations. The suspension of any of the obligations under this
Agreement due to a Force Majeure event shall be of no greater scope and no longer
duration than is required. The party shall use its reasonable best efforts to continue to
perform its obligations hereunder to the extent such obligations are not affected or are only
partially affected by the Force Majeure event, and to correct or cure the event or condition
excusing performance and otherwise to remedy its inability to perform to the extent its
inability to perform is the direct result of the Force Majeure event with all reasonable
dispatch.
D. Obligations pursuant to the Agreement that arose before the occurrence of a Force
Majeure event, causing the suspension of performance, shall not be excused as a result of
such occurrence unless such occurrence makes such performance not reasonably
possible. The obligation to pay money in a timely manner for obligations and liabilities which
matured prior to the occurrence of a Force Majeure event shall not be subject to the Force
Majeure provisions.
E. Notwithstanding any other provision to the contrary herein, in the event of a Force
Majeure occurrence, the City may, at the sole discretion of the City Manager, suspend the
City's payment obligations under the Agreement, and may take such action without regard
to the notice requirements herein. Additionally, in the event that an event of Force Majeure
delays a party's performance under the Agreement for a time period greater than thirty(30)
days, the City may, at the sole discretion of the City Manager, terminate the Agreement on
a given date,by giving written notice to Contractor of such termination. If the Agreement is
terminated pursuant to this section, Contractor shall be paid for any Services satisfactorily
performed up to the date of termination; following which the City shall be discharged from
any and all liabilities, duties, and terms arising out of,or by virtue of,this Agreement. In no
event will any condition of Force Majeure extend this Agreement beyond its stated term.
•
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DocuSign Envelope ID:E1FC5D45-1F69-4ADC-B806-1139F9C10742
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34. DELAYS; NO DAMAGES FOR DELAYS:
Notwithstanding any other provision in the Agreement to the contrary, NO CLAIM FOR
DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME SHALL BE MADE
OR ASSERTED AGAINST CITY BY REASON OF ANY DELAYS including,without limitation,
any claim for an increase in the Contract Price, or payment or compensation to the Contractor
or its subcontractors of any kind for direct, indirect, consequential, impact, or other costs,
expenses, lost profits, compensation, reimbursement or damages including, but not limited to,
costs of acceleration or inefficiency arising because of delay, disruption, interference or
hindrance from any cause whatsoever, whether such delay, disruption, interference, or
hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or
unavoidable,and irrespective of whether such delay constitutes an Excusable Delay(as defined
below) and irrespective of whether such delay results in an extension of time; provided,
however, Contractor's hindrances or delays are not solely due to fraud, bad faith, willful, or
intentional interference by the City in the performance of the Work, and then only where such
acts continue after Contractor's written notice to the City of such alleged interference.
Excusable Delay is a delay in the performance of the Agreement by Contractor that is caused
by a Force Majeure Event. The only remedy for an Excusable Delay is an extension of the
time for performance for each day of the period covered by such Excusable Delay.
35. NO CONFLICT OF INTEREST:
Contractor hereby certifies to the City that no individual member of Contractor, no employee,
and no subcontractor under this Agreement or any immediate family member of any of
the same is also a member of any board, commission, or agency of the City. Contractor
hereby represents and warrants to the City that throughout the term of this Agreement,
Contractor, its employees, and its subcontractors will abide by this prohibition of the City
Code.
36. NO THIRD-PARTY BENEFICIARY:
There are no express or implied third-party beneficiaries to this Agreement. No persons
other than the Contractor and the City (and their authorized and approved successors
and assigns, if any)shall have any rights whatsoever under this Agreement.
37. SURVIVAL:
All obligations (including but not limited to indemnity and obligations to defend and hold
harmless) and rights of any party arising during or attributable to the period prior to
expiration or earlier termination of this Agreement shall survive such expiration or earlier
termination. In addition, Exhibits "D" and "E" explicitly survive this Agreement.
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(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-8806-1139F9C10742
City of Miami Beach, Florida
38. TRUTH-IN-NEGOTIATION CERTIFICATION,REPRESENTATION AND
WARRANTY:
Contractor hereby certifies, represents and warrants to the City that on the date of
Contractor's execution of this Agreement,and so long as this Agreement shall remain in full
force and effect, the wage rates and other factual unit costs supporting the compensation
to Contractor under this Agreement are and will continue to be accurate, complete, and
current. Contractor understands, agrees and acknowledges that the City shall adjust the
amount of the compensation and any additions thereto to exclude any significant sums
by which the City determines the Contract Price of compensation hereunder was
increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such contract adjustments shall be made within one (1) year of the end of this
Agreement, whether naturally expiring or earlier terminated pursuant to the provisions
hereof.
39. PATENTS:
A. Contractor warrants that the System furnished hereunder shall be delivered free of
any rightful claim of any third party for infringement of any United States patent or copyright.
If the City notifies Contractor promptly of the receipt of any claim that the System infringes
a United States patent or copyright and gives Contractor information, assistance and
exclusive authority to settle and defend such claim, Contractor at its own expense shall
defend, or may settle, any suit or proceeding against the City so far as,based on a claimed
infringement which breaches this warranty. If, in any such suit arising from such claim,the
continued use of the System for the purpose intended is enjoined by any court of competent
jurisdiction, Contractor shall, at its expense and option, either: (1) procure for the City the
right to continue using the System, or (2) modify the System so that it becomes non-
infringing, or (3) replace the System or portions thereof so that it becomes non-infringing,
or(4) remove the System and refund the purchase price (less reasonable depreciation for
use). The foregoing states the entire liability of Contractor for patent or copyright
infringement by the System and is subject to any limitation of total liability set forth in this
Agreement.
B. The preceding subsection(A)shall not apply to: (1)any portion of the System which
is manufactured to the City's design, or(2) the use of the System in conjunction with any
other apparatus or material not supplied by Contractor to the extent that such conjoined use
causes the alleged infringement. As to any portion of the System or use described in the
preceding sentence, Contractor assumes no liability whatsoever for patent infringement.
C. The patent and copyright warranty and indemnity obligations recited above are in
lieu of all other patent and copyright warranties and indemnities whatsoever, whether oral,
written, express, implied or statutory.
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DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
40. WARB N_T_IE i
A. Contractor hereby warrants and represents that it is providing the City with a turn-
key SCADA and PLC System and that it will perform as intended during the term of the
Agreement or for a period of up to ten (10) years after the System Acceptance Date.
Contractor's standard product warranties apply to the Hardware and other products
supplied under this Agreement and are attached as Exhibit "A". Notwithstanding
Contractor's standard product warranties, Contractor warrants and represents that the
products, Work and Services, including the Software services (or all) (collectively, the
"Products and Services") conform in all respects to any expressed warranties made by
Contractor and will perform as intended for the purposes described in this Agreement,and
are (i) free from defects in title, labor, materials, services, manufacture and/or design, (ii)
conform to the applicable specifications, drawing, and standards of quality and
performance, (iii) comply with all governmental requirements that may apply to the design,
production, sale or distribution of the products, (iv) are new and unused at the date of
delivery and fit for the purposes for which purchased by the City; and (v)the Products and
Services, if any, will: be performed with all appropriate skill and care in accordance with
industry best practice and in compliance with all governmental requirements that apply to
the Products and Services. In the event that any of the Products and Services do not
conform with the above warranties ("Non-Conforming Products and Services"), Contractor
agrees to repair or replace the Non-Conforming Products or re-perform the Non-Conforming
services within 72 hours. A sufficient inventory of spare parts shall be maintained by
Contractor to ensure that repairs are completed within 72 hours. The City will not be
responsible for storing all parts; however, appropriate 'Contractor Function modules,
Communication Modules, Plugin Power Supply Modules, and other Plugin type devices will
be stored in the control room.The purpose of these spare parts is to provide Contractor and
the City access to necessary parts onsite to speed up the response time for any corrective
action.
B. Warranty Periods; Obsolete Certification-Exhibit "A", DFS proposal, Tab 1,
1.3. All Hardware and Software provided fo.r this Project shall not become obsolete
for at least ten (10) years after the System Acceptance Date. In the event that any
Hardware or Software for this Project becomes obsolete within ten (10)years from the
System Acceptance Date, Contractor shall replace or modify, as needed, at no
additional cost to the City.
C. Repairs; Spare Parts. In the event that the products or services do not conform
with the warranties set forth in the foregoing subsection A("Non-Conforming Products
or Services"), Contractor agrees to repair or replace the Non-Conforming Products or
re-perform the Non-Conforming Services within 72 hours. Contractor shall provide
complete System maintenance, inclusive of all parts, materials, equipment and labor
necessary to provide a fully functional System that will perform to the satisfaction of
the City, pursuant to the Annual Maintenance Costs, as set forth in the Cost Schedule,
attached hereto as part of Exhibit "A". The Annual Maintenance Costs for the initial
five (5) year warranty period, commencing after the System Acceptance Date, are
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DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5045-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida _
included as part of the Contract Price. Thereafter, effective the commencement date
for each approved Renewal Term (years 6 and 11, correspondingly), the Annual
Maintenance Cost will be adjusted abased upon today's cost and will be escalated
based upon the PPI Index, with a 3% cap, unless an extraordinary PPI escalation event
occurs where annualized PPI exceeds six percent (6%) for the year prior to the
commencement of each Renewal Term (year 6 or 11, respectively). In this instance, the
increase above 6%will be shared equally by the Contractor and the City. Once adjusted,
the Annual Maintenance Cost for each Renewal Term shall remain firm for the respective
five (5)year period.
D. Maintenance for Future Pump Stations. If future pump stations are added, the
future Annual Maintenance Costs provided on a per pump station basis in Future
Groups 1-3, escalated accordingly, will be added to the Annual Maintenance Costs in
Group 7 or Future Group 4.
41. INSPECTOR GENERAL AUDIT RIGHTS
A. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has
established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections and investigations on all City contracts, throughout the
duration of said contracts. This random audit is separate and distinct from any other audit
performed by or on behalf of the City.
B. The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to subpoena
witnesses, administer oaths, require the production of witnesses and monitor City projects
and programs. Monitoring of an existing City project or program may include a report
concerning whether the project is on time, within budget and in conformance with the
contract documents and applicable law. The Inspector General shall have the power to
audit, investigate, monitor,oversee,inspect and review operations, activities, performance
and procurement process including but not limited to project design, bid specifications,
(bid/proposal) submittals, activities of the Contractor, its officers, agents and employees,
lobbyists, City staff and elected officials to ensure compliance with the Contract
Documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code,
the City is allocating a percentage of its overall annual contract expenditures to fund the
activities and operations of the Office of Inspector General.
C. Upon ten (10) days written notice to the Contractor, the Contractor shall make all
requested records and documents available to the Inspector General for inspection and
copying.The Inspector General is empowered to retain the services of independent private
sector auditors to audit, investigate, monitor, oversee, inspect and review operations
activities, performance and procurement process including but not limited to project
design, bid specifications, (bid/proposal)submittals,activities of the Contractor,its officers,
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DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
agents and employees, lobbyists,City staff and elected officials to ensure compliance with
the contract documents and to detect fraud and corruption.
D. The Inspector General shall have the right to inspect and copy all documents and
records in the Contractor's possession,custody or control which in the Inspector General's
sole judgment, pertain to performance of the contract, including, but not limited to original
estimate files, change order estimate files, worksheets, proposals and agreements from
and with successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposal)
and contract documents, back-change documents, all documents and records which
involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends
received, payroll and personnel records and supporting documentation for the aforesaid
documents and records.
E. The Contractor shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition(bid preparation)and performance
of this contract, for examination, audit, or reproduction, until three (3) years after final
payment under this contract or for any longer period required by statute or by other clauses
of this contract. In addition:
If this contract is completely or partially terminated, the Contractor shall
make available records relating to the work terminated until three (3)years
after any resulting final termination settlement; and
ii. The Contractor shall make available records relating to appeals or to
litigation or the settlement of claims arising under or relating to this contract
until such appeals, litigation, or claims are finally resolved.
F. The provisions in this section shall apply to the Contractor, its officers, agents,
employees, subcontractors and suppliers. The Contractor shall incorporate the provisions
in this section in all subcontracts and all other agreements executed by the Contractor in
connection with the performance of this contract.
G. Nothing in this section shall impair any independent right of the City to conduct audits
or investigative activities. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by the Contractor or third parties.
42. E-VERIFY
A. Contractor shall comply with Section 448.095, Florida Statutes, "Employment
Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-
Verify Statute, commencing on January 1, 2021, Contractor shall register with and use the
E-Verify system to verify the work authorization status of all newly hired employees during
the Term of the Agreement. Additionally, Contractor shall expressly require any
subcontractor performing work or providing services pursuant to the Agreement to likewise
utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the subcontractor during the contract
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DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
City of Miami Beach, Florida
Term. If Contractor enters into a contract with an approved subcontractor,the subcontractor
must provide the Contractor with an affidavit stating that the subcontractor does not employ,
contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy
of such affidavit for the duration of the Agreement or such other extended period as may be
required under this Agreement.
B. TERMINATION RIGHTS.
1. If the City has a good faith belief that Contractor has knowingly violated
Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with
Contractor for cause, and the City shall thereafter have or owe no further obligation
or liability to Contractor.
2. If the City has a good faith belief that a subcontractor has knowingly violated
the foregoing Subsection (A), but the Contractor otherwise complied with such
subsection, the City will promptly notify the Contractor and order the Contractor to
immediately terminate the contract with the subcontractor. Contractor's failure to
terminate a subcontractor shall be an event of default under this Agreement, entitling
City to terminate the Contractor's Agreement for cause.
3. A contract terminated under the foregoing Subsection(B)(1)or(B)(2)is not in
breach of contract and may not be considered as such.
4. The City or Contractor or a subcontractor may file an action with the Circuit or
County Court to challenge a termination under the foregoing Subsection (B)(1) or
(B)(2) no later than 20 calendar days after the date on which the contract was
terminated.
5. If the City terminates the Agreement with Contractor under the foregoing
Subsection (B)(1), Contractor may not be awarded a public contract for at'least 1
year after the date of termination of this Agreement.
6. Contractor is liable for any additional costs incurred by the City as a result of
the termination of this Agreement under this Section.
43. COUNTERPARTS:
This Agreement may be executed in two or more counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute one and the
same agreement.
44. ENTIRE AGREEMENT:
This instrument and its attachments constitute the sole and only agreement of the parties
relating to the subject matter hereof and correctly sets forth the rights, duties, and
obligations of each to the other as of its date. Any prior agreements,promises,negotiations,
or representations not expressly set forth in this Agreement are of no force or effect.
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DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElF.C5D45-1F69=4ADC=B806.1139F9C10742
City of Miami Beach,Fiorida
IN WITNESS WHEREOF, the parties"hereto have caused this instrument to be executed
by their respective officials thereunto duly authorized,this the day and year above written.
CITY OF MIAMI BEACH
ATTEST:
[DocuSigned by:
Farad f. avulattb By: ,T
RataeT' . drehado,'City Clerk Aline T. Hu k, City Manager
2/16/2023 1 2:05 EST
DATA FLOW'SYS S INC
ATTEST: 41,.. i,A
cc,,
Print Name:Sk . .i- t By: DM i 0 tr.)A e
Print Name:
Title: CFO Title: 'I.:1l b- 1`'
(Corporate Seal)
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
( %I.L/2.e).
City Altorney ole
38.
2018-233-KB
DESIGN,BUILD,AND MAINTAIN WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)
DocuSign Envelope ID:F45188E1-48F6-4E11-6729-A630E2CFB4BE
DocuSign:Envelope ID:E1FC5D45,1F69-4ADC7B806-1139F9C10742
Cost Proposal Form
6- 10-2022
RFP-2018-233-KB
DESIGN, BUILD, OPERATE AND MAINTAIN WATER, WASTEWATER AND
STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) &
PROGRAMMABLE LOGIC CONTROLLER (PLC)
PROCUREMENT DEPARTMENT
1755 Meridian Avenue,3rd Floor
Miami Beach,Florida 33139
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
EXHIBIT A: COST PROPOSAL FORM
GROUP 1:WASTEWATER STATIONS
GROUP 1:Wastewater station RTU Panel as schedule on the Drawings to furnish and install a complete RTU radio telemetry equipment mounted
on a back plate in a new enclosure(RTU panel)as scheduled.The RTU panel shall be rack mounted on existing rack,new Unistrut panel rack or
wall mounted in existing electrical rooms as scheduled.Antenna mast with Yagi antenna.Terminate signal wiring in RTU,program RTU and SCADA
server DNP3 communication driver, provide field testing, and all other miscellaneous items as shown on the Drawings and/or Technical
Siecifications not saecificall covered in other bid items.
Pump Station Address Pump Station Number of Proposed Cost
Name Type Pumps RTU Name
Station#1 1053 Jefferson Ave Dry Pit 4 RTU-101 $79,657.00
Station#2 35 Star Island Submersible 4 RTU-102 $65,411.00
Station#4 231 S.Hibiscus Drive Submersible 2 RTU-104 $31,133.00
Station#5 195 Palm Av Submersible 2 RTU-105 $29,944.00
Station#6 229 E.San Marino Drive Submersible 2 RTU-106 $29,944.00
Station#7 428 W.DiLido Drive Submersible 2 RTU-107 $29,944.00
Station#8 228 W.Rivo Alto Drive Submersible 2 RTU-108 $29,944.00
Station#10 28 Venetian Way Dry Pit 3 RTU-110 $71,149.00
Station#11 1710 Washington Ave Dry Pit 3 RTU-111 $71,149.00
Station#13 2270 Sunset Drive Submersible 2 RTU-113 $29,944.00
Station#14 2730 Sunset Drive Submersible 2 RTU-114 $29,944.00
Station#15 Pine Tree Drive&W.51st Dry Pit 2 RTU-115 $70,287.00
Street
Station#18 6590 Pine Tree Drive Submersible 2 RTU-118 $29,944.00
Station#19 6850 Indian Creek Dry Pit 2 RTU-119 $70,287.00
Drive
Station#21 850 W.71st Street Dry Pit 2 RTU-121 $70,287.00
Station#22 Hagan Street on golf Dry Pit 2 RTU-122 $70,287.00
Course __
Station#23 750 W.75th Street Dry Pit 2 RTU-123 $70,287.00
Station#24 8100 Hawthorne Ave Dry Pit 2 RTU-124 $70,287.00
Station#27 5400 Collins Ave Dry Pit 2 RTU-127 $70,287.00
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
Station#28B 300 28th Street Booster 3 RTU-128 $87,587.00
Station#28L 300 28th Street Dry Pit 3 RTU-128 Included with 28B
Station#29B Indian Creek Drive&63rd Booster 3 RTU-129 $87,587.00
Street
Station#29L Indian Creek Drive&63rd Dry Pit 3 RTU-129 Included with 29B
Station#30 100 MacArthur Submersible 4 RTU-130 $65,411.00
Cswy/Terminal Island
Station#31 290 Washington Ave Submersible 6 RTU-131 $68,715.00
SUBTOTAL GROUP 1 $1,329,416.00
GROUP 2:WATER STATIONS
GROUP 2:Water booster pump station RTU Panel as schedule on the Drawings to furnish and install a complete RTU radio telemetry equipment
mounted on a back plate in a new enclosure(RTU panel)as scheduled.The RTU panel shall be wall mounted in existing electrical rooms as
scheduled.Antenna mast with Yagi antenna.Terminate signal wiring in RTU,program RTU and SCADA server DNP3 communication driver,provide
field testin•,and all other miscellaneous items as shown on the Drawin•s and/or Technical S•ecifications not s•ecifcall covered in other bid items.
Pump Station Address Pump Station Number of Proposed Cost
Name Type Pumps RTU Name
Station#W1 451 Dade Boulevard Injector 3 RTU-201 $70,814.00
Station#W2 75th Street&Dickens Ave Booster 3 RTU-202 $70,814.00
Station#W3 71st St&Fountain In-Line Booster 2 RTU-203 $65,681.00
(Normandy)
Station#W4 1050 Arthur Godfrey Road In-Line Booster 3 RTU-204 $70,814.00
(41 st Street)
Station#W5 Belle Isle NE side of In-Line Booster 1 RTU-205 $65,681.00
Venetian Way
Station#W7 Terminal Island In-Line Booster 2 RTU-207 $65,681.00
SUBTOTAL GROUP 2 $409,485.00
CONTINUED ON THE FOLLOWING PAGE
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:El FC5D45-1 F69-4ADC-B806-1139F9C10742
GROUP 3: STORMWATER PUMP STATIONS
Group 3:Stormwater pump station RTU Panel as scheduled on the Drawings to furnish and install a complete RTU radio telemetry equipment
mounted on a back plate in a new enclosure(RTU panel)as scheduled.The RTU panel shall be rack mounted on existing racks,or new Unistrut
panel rack as scheduled.Antenna mast with Yagi antenna.Terminate signal wiring in RTU,program RTU and SCADA server DNP3 communication
driver,provide field testing,and all other miscellaneous items as shown on the Drawings and/or Technical Specifications not specifically covered in
other bid items.
Pump Station Address Pump Station Number of Proposed Cost
Name Type Pumps RTU Name
Station#1 1700 Purdy Ave Submersible 2 RTU-001 $30,555.00
Station#2 1830 Purdy Ave Submersible 2 RTU-002 $30,555.00
Station#2A 1820 Purdy Ave Submersible 1 RTU-002A $52,239.00
Station#3 20 Sunset Harbor Drive Submersible 2 RTU-003 $30,555.00
Station#4 1400 Bay Road Submersible 2 RTU-004 $31,133.00
Station#5 52 Venetian Way Submersible 2 RTU-005 $31,133.00
Station#6 1608 Bay Road Submersible 2 RTU-006 $31,133.00
Station#7 1608 Bay Road Submersible 2 RTU-007 $31,133.00
Station#8 2101 Prairie Ave Submersible 2 RTU-008 $31,133.00
Station#9 4701 N Michigan Ave Submersible 2 RTU-009 $30,555.00
Station#10 875 W 46TH Street Submersible 2 RTU-010 $30,555.00
Station#11 4565 Nautilus Drive Submersible 2 RTU-011 $30,555.00
Station#12 4445 N Jefferson Ave Submersible 2 RTU-012 $30,555.00
Station#13 4220 N Meridian Ave Submersible 2 RTU-013 $30,555.00
Station#14 4213 Nautilus Drive Submersible 2 RTU-014 $30,555.00
Station#15 1111 Lincoln Road Submersible 2 RTU-015 $31,133.00
Station#16 790 South Pointe Drive Submersible 2 RTU-016 $31,133.00
Station#17 2380 Liberty Ave Submersible 2 RTU-017 $31,133.00
Station#18 2687 Pine Tree Drive Submersible 2 RTU-018 $31,133.00
Station#19 3405 Chase Avenue Submersible 2 RTU-019 $31,133.00
Station#20 529 W 37TH Street Submersible 2 RTU-020 $31,133.00
Station#21 305 W 34TH Street Submersible 2 RTU-021 $31,133.00
Station#22 2796 Prairie Ave Submersible 2 RTU-022 $31,133.00
Station#23 8501 Hawthorne Ave Submersible 2 RTU-023 $30,555.00
Station#24 2300 N Bay Road Submersible 2 RTU-024 $53,258.00
Station#25 1480 10TH Street(City) Submersible 2 RTU-025 $53,258.00
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:El FC5D45-1 F69-4ADC-8806-1139F9C10742
Station#26 1490 10TH Street(FDOT) Submersible 2 RTU-026 $31,133.00
Station#27 1480 14TH Street(City) Submersible 2 RTU-027 $53,258.00
Station#28 1470 14TH Street(FDOT) Submersible 2 RTU-028 $53,258.00
Station#29 4300 Indian Creek Drive Submersible 2 RTU-029 $31,133.00
(FDOT)
Station#30 8103 Crespi Blvd Submersible 2 RTU-030 $53,258.00
Station#31 1223 6TH Street(FDOT) Submersible 2 RTU-031 $31,133.00
Station#32 630 Alton Road(City) Submersible 2 RTU-032 $53,258.00
Station#33 1261 17TH Street Submersible 2 RTU-033 $53,258.00
Station#34 Rivo Alto North Submersible 2 RTU-034 $53,258.00
Station#35 Rivo Alto South Submersible 2 RTU-035 $53,258.00
Station#36 840 E Di Lido Drive Submersible 2 RTU-036 $53,258.00
Station#37 61 E Di Lido Drive Submersible 2 RTU-037 $53,258.00
Station#38 435 E San Marino Drive Submersible 2 RTU-038 $53,258.00
Station#39 8 W San Marino Drive Submersible 2 RTU-039 $53,258.00
Station#40 Palm Island Submersible 2 RTU-040 $53,258.00
Station#41 Palm Island West Submersible 3 RTU-041 $55,060.00
Station#42 Hibiscus Island Submersible 3 RTU-042 $55,060.00
229Station#43 V)9 Sunset Drive(Sunset Submersible 2 RTU-043 $53,258.00
Station#44 1400 W 21ST Street Submersible 2 RTU-044 $53,258.00
(Sunset III)
Station#45 2100 Washington Ave Submersible 4 RTU-045 $64,077.00
Station#46 Central Bayshore Dr. Submersible 2 RTU-046 $31,133.00
Station#47 44TH&Chase Submersible NA RTU-047 $0.00
Station#48 19th St.&Meridian Ave. Submersible 4 RTU-048 $64,077.00
Station#50 Indian Creek and 32nd Under Const. 2 RTU-050 $57,454.00
Street
SUBTOTAL GROUP 3 $2,034,906.00
CONTINUED ON THE FOLLOWING PAGE
DocuSign Envelope ID: F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
GROUP 4:WASTEWATER FLOW METERS
Total
Item Description Quantity U I M Unit Cost
(Quantity x Unit Cost)
This item shall be measured and paid at a unit price for each
wastewater flow meter RTU Panel as schedule on the
Drawings to furnish and install a complete RTU radio
telemetry equipment mounted on a back plate in a new
enclosure (RTU panel) as scheduled.The RTU panel shall
4 be rack mounted on new Unistrut panel rack or as 6 each
scheduled. Antenna mast with Yagi antenna. Terminate $31,133.00 $186,798.00
signal wiring in RTU, program RTU and SCADA server
DNP3 communication driver, provide field testing, and all
other miscellaneous items as shown on the Drawings and/or
Technical Specifications not specifically covered in other bid
items.
SUBTOTAL GROUP 4 $186,798.00
GROUP 5: REPEATER TELEMETRY PANEL AND ANTENNAS
Total
Item Description Quantity U I M Unit Cost
Quanti x Unit Cost
This item shall be measured and paid at a unit price for the
repeater telemetry panel, and antennas. Repeater panel
complete with main radio and repeater radio equipment as
shown on drawings. The repeater panel shall be wall
mounted.Two antenna mast with Yagi and omni antennas at
5 the repeater site and at the central site.Terminate antenna 1 each $58,435.00 $58,435.00
cables signal wiring,program RTU and SCADA server DNP3
communication driver, provide field testing, and all other
miscellaneous items as shown on the Drawings and/or
Technical Specifications not specifically covered in other bid
items.
SUBTOTAL GROUP 5 $58,435.00
CONTINUED ON THE FOLLOWING PAGE
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:E 1 FC5D45-1F69-4ADC-B806-1139F9C10742
GROUP 6: CENTRAL CONTROL ROOM
Total
Item Description Quantity U I M Unit Cost
(Quantity x Unit Cost)
Central Control Room
Engineering,design,hardware,software,programming,and
integration including all necessary work fora fully functioning $84,599.00
6 SCADA system. 1 Lump + $112,574.00
Vendor shall provide four (4) new workstations. Control Sum $27,975
Room configuration to be finalized and agreed upon by Grounding has
Vendor and City during the submittal process. Been added
SUBTOTAL GROUP 6 $112,574.00
WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION $4,131,614.00
(SCADA)&PROGRAMMABLE LOGIC CONTROLLER(PLC)SUBTOTAL(GROUPS 1-6)
GROUP 7:
WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION(SCADA)&
PROGRAMMABLE LOGIC CONTROLLER(PLC)MAINTENANCE
Total
Item Description Quantity U/M Unit Cost
(Quantity x Unit Cost)
7 Annual Maintenance Year 1 (beginning at successful completion 1 Lump $71,562.00 $71,562.00
of FINAL acceptance) Sum
8 Annual Maintenance Year 2 1 Sum $71,562.00 $71,562.00
9 Annual Maintenance Year 3 1 Sump $71,562.00 $71,562.00
10 Annual Maintenance Year 4 1 Sum $76,214.00 $76,214.00
1111 Annual Maintenance Year 5 1 Sump $81,168.00 $81,168.00
MAINTENANCE SUBTOTAL(GROUP 7 ITEMS 7-10) $372,068.00
CONTINUED ON THE FOLLOWING PAGE
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
THE ITEMS ON THIS PAGE MAY BE AWARDED TO THE VENDOR AT SOLE DISCRETION OF THE CITY
FUTURE GROUP 1: FUTURE WASTEWATER STATIONS
FUTURE GROUP 1:Unit capital cost for future wastewater station integration into the SCADA system and annual maintenance cost.Cost shall
be for a SCADA system and associated equipment that is similar in scope and performance to that proposed in this bid proposal.
Prices will be escalated based on the Consumer Price Index with a cap of 3%to the year of installation.
Pump Station Type Number of Pumps Quantity Item U/M Cost
Capital Cost Each $60,231.00
Dry Pit 2 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $62,617.00
Dry Pit 3 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $68,580.00
Dry Pit 4 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $70,966.00
Dry Pit 5 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $73,351.00
Dry Pit 6 1
Annual Maintenance Cost Lump Sum $823.00 •
Capital Cost Each $22,188.00
Submersible 2 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $22,188.00
Submersible 3 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $56,653.00
Submersible 4 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $57,846.00
Submersible 5 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $59,039.00
Submersible 6 1
Annual Maintenance Cost Lump Sum $823.00
CONTINUED ON THE FOLLOWING PAGE
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DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
FUTURE GROUP 2: FUTURE WATER STATIONS
FUTURE GROUP 2:Unit capital cost for future water station integration into the SCADA system and annual maintenance cost.Cost shall be for
a SCADA system and associated equipment that is similar in scope and performance to that proposed in this bid proposal.
Prices will be escalated based on the Consumer Price Index with a cap of 3%to the year of installation.
Pump Station Type Number of Pumps Quantity Item U I M Cost
Capital Cost Each $54,268.00
In-Line Booster 2 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $59,039.00
In-Line Booster 3 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $62,617.00
In-Line Booster 4 1
Annual Maintenance Cost Lump Sum $823.00
FUTURE GROUP 3: FUTURE STORMWATER STATIONS
FUTURE GROUP 3: Unit capital cost for future stormwater station integration into the SCADA system and annual maintenance cost.Cost shall
be for a SCADA system and associated equipment that is similar in scope and performance to that proposed in this bid proposal.
Prices will be escalated based on the Consumer Price Index with a cap of 3%to the year of installation.
Pump Station Type Number of Pumps Quantity Item U i M Cost
Capital Cost Each $44,312.00
Submersible 2 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $46,115.00
Submersible 3 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $52,479.00
Submersible 4 1
Annual Maintenance Cost Lump Sum . $823.00
Capital Cost Each $56,653.00
Submersible 5 1
Annual Maintenance Cost Lump Sum $823.00
Capital Cost Each $59,039.00
Submersible 6 1
Annual Maintenance Cost Lump Sum $823.00
CONTINUED ON THE FOLLOWING PAGE
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
DocuSign Envelope ID:ElFC5D45-1F69-4ADC-B806-1139F9C10742
FUTURE GROUP 4:
WATER,WASTEWATER AND STORMWATER SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA)&
PROGRAMMABLE LOGIC CONTROLLER(PLC)MAINTENANCE
Pending execution of option to extend.
Prices will be escalated based on the Consumer Price Index with a cap of 3%to the year of installation.
Total
Item Description Quantity U/M Unit Cost
(Quantity x Unit Cost)
1 Annual Maintenance Year 6 1 Sump $80,543.00 $80,543.00
2 Annual Maintenance Year 7 1 LumSum
$80,543.00 $80,543.00
3 Annual Maintenance Year 8 1 Sump $80,543.00 $80,543.00
4 Annual Maintenance Year 9 1 Sump $80,543.00 $80,543.00
5 Annual Maintenance Year 10 1 Sum $80,543.00 $80,543.00
MAINTENANCE SUBTOTAL(FUTURE GROUP 4 ITEMS 1-5) $402,715.00
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EXHIBIT H-Hourly Rates
Task Rate(Dollar Amount) Rate(Unit of
Measurement)
Consulting or other Professional Services $ 228.00 $/hour
Additional Training $ 171.00 $/hour
Markup for parts and supplies 20.00%%
Technician(Regular Hours) $ 163.00 $/hour
Supervisor(Regular Hours) $ 198.00 $/hour
Technician(Non-Regular Hours) $ 183.00 $/hour
Supervisor(Non-Regular Hours) $ 223.00 $/hour
Costs shown here are inclusive of all travel costs,tools and equipment necessary to perform the required work.
Regular Hours shall mean Weekdays,Monday through Friday 8:00 AM to 5:00 PM.Non Regular hours shall mean weekdays
outside of"Regular Hours"as well as weekends and City observed holidays.
1
DocuSign Envelope ID:F45188E1-48F6-4E11-B729-A630E2CFB4BE
EXHIBIT G Escalation Adjustment Eaampte Bureau of Labor Statistics
Ott,of Mianu Beach
SCADA Implementation,
Contract Negotiation
Miami Beach OFS Contract Clause calculation to address extraordinary PPI Increase(inflation)related to a future station
PPI Data excerpted below From 1S M'.s.:.mettf.et WrillF_4g*cutptrl a.Cu Ill_2mlht.
Proposed Calculation Steps:
Step 1-The trailing 12 month Pet has exceeded 6%(Gray)
Step 2.The estimated month of installation is established(Yellow)
Step 3-The actual difererce in PPI adore 6%is calculated(8.0-6.0)R=1%of shared cost to Sc paid by the city_
Sore.When the trailing 12 month PPI value returns to below 3%the typical year language wilt be remsdated.
PPI Commodity Data
12-Month Percent Change
Serra Id: WPUFD4
Not Seasonally Adjusted
Series Title. PPI Commodity data for Final demand not seasonally
adjusted
Group- Fatal Demand
Item. Final demand
Base Gate: 200911
Years: 2012 to 2022
Year Jan Fab Mar Apr May Jun Jul Aug Sep Oat Moe Dee
2012 3.1 2.8 2.4 20 1.8 1.3 1.0 1.2 1.5 19 1.7 19
2013 16 1.6 1.3 0.9 0.9 1.7 2.0 1.7 1.1 1.8 12 12
2014 1.3 12 1.6 1.8 2.1 18 1.9 1.9 1.6 12 1.3 0.9
2018 00 -0.5 -0.9 -1.1 -0.8 -0.5 -0.7 -1.0 -1.1 -1.4 -1.3 -11
2016 0.0 0.1 -0.1 02 0.0 02 00 3.0 08 11 13 17
2017 1.7 20 22 2.5 2.3 1.9 2.0 2.4 2.6 22 3.0 2 5
2018 2.6 28 29 2.7 3.1 3.3 3.1 3.0 27 3.1 2.6 2.6
2019 12 19 2.0 2.4 2.1 16 1.6 1.9 15 1.0 50 la
2020 2.0 1.1 0.3 -1.5 .1.1 -0.7 .0.3 -0.3 0.3 0.6 0.8 0.8
2021 1.5 10 4.11.MM 70 7.6 8.7 8.8 8.9 9.9 100
2022 10.1 10.4 11.5 10.9 10.8
Sauce:Bureau of Labor Statistics Generated on.one 21.2022(11.2821 AM)