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HomeMy WebLinkAboutBid 14-04/05 911 Direct, Inc. PROFESSIONAL SERVICES AGREEMENT FOR MAINTENANCE OF 911 PUBLIC SAFETY ANSWERING EQUIPMENT BETWEEN THE CITY OF MIAMI BEACH AND 911 DIRECT, INC. PURSUANT TO BID NO. 14-04/05 THIS AGREEMENT made and entered into this (,0 ~ day of ~-~J~ 200 ~', by and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), a municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and 911 DIRECT, INC. (hereinafter referred to as Contractor), a FLORIDA corporation whose address is 3201 Shamrock South, Suite #103, Tallahassee, Florida, 32309. Agreement: Bid Documents: City Manager: Contractor: Services: Compensation: Risk Manager: SECTION 1 DEFINITIONS This Agreement between the City and Contractor. Bid No. 14-04/05 for the Maintenance of 911 Public Safety Answering Position Equipment, issued by the City in contemplation of this Agreement, together with all amendments thereto (if any), and Contractor's bid in response thereto (Bid), which are incorporated in this Agreement and made a part hereof; provided, however, that in the event of any express conflict between the Bid Documents and this Agreement, this Agreement shall prevail. The Chief Administrative Officer of the City. For the purposes of this Agreement, Contractor shall be deemed to be an independent contractor, and not an agent or employee of the City. All services, work and actions by the Contractor performed pursuant to or undertaken under this Agreement, as described in Section 2 and Exhibit "A" of this Agreement. Amount paid to the Contractor to cover the costs of the Services. The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139, telephone number (305) 673-7000, Ext. 6435, and fax number (305) 673-7023. SECTION 2 SCOPE OF WORK The scope of work and the initial list of equipment to be maintained by Contractor is set forth in Exhibit "A," entitled "Scope of Services", and Section 3.0, entitled "Minimum Requirements", of Bid No. 14-04/05 (collectively, the Services). SECTION 3 COMPENSATION 3.1 FEE Contractor shall be compensated for the Services (as set forth in Exhibit "A" hereto and Section 3.0 of Bid No. 14-04/05 as follows: The annual maintenance fee for Year One of the Agreement shall be $42,747.00, to be invoiced monthly at $3562.25. The annual maintenance fee for Year Two shall be $44,345.00, to be invoiced monthly at $3695.42. 3.2 INVOICING Invoices for payment are to be submitted on a monthly basis throughout the duration of the Agreement. Contractor shall submit two (2) copies of all invoices, which shall include the purchase order number and a description of the portion of the Services provided, to the City's Information Technology Department, with an additional copy of all invoices to the Police Department, at the addresses listed in subsection 3.3 below. 3.3 METHOD OF PAYMENT Payments shall be made for Services satisfactorily performed, as reasonably determined by the City, within thirty (30) days of the date of receipt of Contractor's invoice, in a manner satisfactory to and as approved and received by the City. Contractor shall mail all invoices to: City of Miami Beach Information Technology Department 1100 Washington Avenue Miami Beach, Florida 33139 Attn: Mr. Aziz Aboreden with copies to: City of Miami Beach Police Department 1100 Washington Avenue Miami Beach, Florida 33139 Attn: Mgr. Cara Tuzeo SECTION 4 GENERAL PROVISIONS 4.1 RESPONSIBILITY OF THE CONTRACTOR With respect to the performance of the Services, the Contractor shall exercise that degree of skill, care, efficiency and diligence normally exercised by recognized professionals with respect to the performance of comparable Services. In its performance of the Services, the Contractor shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, State of Florida, and Federal Government. 4.2 PUBLIC ENTITY CRIMES A State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3) (a) Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division, prior to commencement of the Services herein. 4.3 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be for an initial term of two (2) years, commencing upon execution of the Agreement by the parties hereto (the Effective Date). The City may, at its sole discretion, renew this Agreement, for three (3) additional one year terms, upon the same terms and conditions as set forth herein, upon at least thirty (30) days written notice to Contractor, prior to the end of the initial term, or each renewal term, as the case may be. 4.4 TIME OF COMPLETION The Services to be rendered by the Contractor shall be commenced upon receipt of a written Notice to Proceed from the City, subsequent to the execution of the Agreement. 4.5 INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Contractor, its employees, agents, sub-Contractors, or any other person or entity acting under Contractor's control, in connection with the Contractor's performance of the Services pursuant to this Agreement; and 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 expended by the City in the defense of such claims and losses, including appeals. The parties agree that one percent (1%) of the total compensation to the Contractor for performance of the Services under this Agreement is the specific consideration from the City to the Contractor for the Contractor's Indemnity Agreement. This subsection 4.5 shall survive the expiration and/or termination of this Agreement. The Contractor's obligation under this Subsection shall not include the obligation to indemnify the City of Miami Beach and its officers, employees and agents, from and against any actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other wrongful conduct of the City and its officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that in any way directly or indirectly affects the other party. 4.6 TERMINATION~ SUSPENSION AND SANCTIONS 4.6.1 Termination for Default If the Contractor shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the City shall thereupon have the right to terminate the Services then remaining to be performed. Prior to exercising its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of this Agreement and shall grant Contractor seven (7) days to cure such default. If such default remains uncured after seven (7) days, the City, upon three (3) days' notice to Contractor, may terminate this Agreement, and the City shall be fully discharged from any and all liabilities, duties and terms arising out of/or by virtue of this Agreement. 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. To the extent allowed by law, Contractor waives its right to jury trial and its right to bring permissive counter claims against the City in any such action. 4.6.2 Termination for Convenience of City Notwithstanding Section 4.6.1, the City may, for its convenience, terminate the services then remaining to be performed at any time, without cause, by giving written notice to Contractor of such termination, which shall become effective thirty (30) days following receipt by Contractor of such notice. In that event, all finished or unfinished documents and other materials shall be properly delivered to the City. If the Agreement is terminated by the City as provided in this section, the City shall compensate the Contractor in accordance with the Agreement for all services actually performed by the Contractor and reasonable direct costs of Contractor for assembling and delivering to City all documents. Such payments shall be the total extent of the City's liability to the Contractor upon a termination as provided for in this section. No compensation shall be due to the Contractor for any monies and/or payments that the Contractor expected to earn on the balance of the Agreement. 4.6.3 Termination for Insolvency The City also reserves the right to terminate the remaining Services to be performed 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 4.6.2. 4.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as the City or the State of Florida may determine to be appropriate, including but not limited to, withholding of payments to the Contractor under the Agreement until the Contractor complies and/or cancellation, termination or suspension of the Services. In the event the City cancels or terminates the Services pursuant to this Subsection the rights and obligations of the parties shall be the same as provided in Section 4.6.2. 4.7 CHANGES AND ADDITIONS Changes and additions to the Agreement shall be directed by a written amendment signed by the duly authorized representatives of the City and Contractor. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City. 4.8 AUDIT AND INSPECTIONS At any time during normal business hours and as often as the City may deem necessary, Contractor shall make available to the City and/or such representatives as the City may deem to act on its behalf, to audit, examine and make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Contractor shall maintain any and all records necessary to document compliance with the provisions of this Agreement. 4.9 ACCESS TO RECORDS Contractor agrees to allow access during normal business hours to all financial records to the City and/or such authorized representatives as it may deem to act on its behalf, and agrees to provide such assistance as may be necessary to facilitate financial audit by the City or its representatives when deemed necessary to insure compliance with applicable accounting and financial standards. Contractor shall allow access during normal business hours to all other records, forms, files, and documents which have been generated in performance of this Agreement, to those personnel as may be designated by the City. 4.10 INSURANCE REQUIREMENTS The Contractor shall not commence any work 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. The Contractor shall maintain and carry in full force 5 during the term of this Agreement the following insurance: . , . , , o Contractor Comprehensive General Liability (occurrence form), limits of liability $1,000,000.00 per occurrence for bodily injury property damage to include Premises/Operations; Products, Completed Operations and Contractual Liability. Contractual Liability and Contractual Indemnity (Hold harmless endorsement exactly as written in "insurance requirements" of Bid Documents). Contractor Professional Liability in the amount of $200,000. Workers Compensation & Employers Liability as required pursuant to Florida statute. Automobile Liability- $1,000,000.00 each occurrence- owned/non-owned hired automobiles included. The insurance must be furnished by insurance companies authorized to do business in the State of Florida and approved by the City's Risk Manager. Original certificates of insurance for the above coverage must be submitted to the City's Risk Manager for approval prior to any work commencing. These certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City Hall. The Contractor is solely responsible for obtaining and submitting all insurance certificates for its sub-contractors. All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be 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, subject to the approval of the City's Risk Manager. 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, and the City shall have the right to obtain from the Contractor specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required overage. 4.10.1 ENDORSEMENTS All of Contractor's certificates, above, shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. 4.10.2 CERTIFICATES Unless directed by the City otherwise, the Contractor shall not commence any services pursuant to this Agreement until the City has received and approved, in writing, certificates of insurance showing that the requirements of this Section (in its entirety) have been met and provided for. 4.11 ASSIGNMENT, TRANSFER OR SUBCONTRACTING The Contractor shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City. 4.12 SUB-CONTRACTORS The Contractor shall be liable for the Contractor's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of sub- contractors, employees, agents, or any other person or entity acting under the direction or control of the Contractor. When the term "Contractor" is otherwise used in this Agreement, it shall be deemed to include any sub-contractors and any other person or entity acting under the direction or control of Contractor. All sub-contractors must be approved of in writing prior to their engagement by Contractor. 4.13 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, and national origin, place of birth, marital status, physical handicap, or sexual orientation. The Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual orientation. 4.14 CONFLICT OF INTEREST The Contractor agrees to adhere to and be governed by the Metropolitan Miami- Dade County Conflict of Interest Ordinance, as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the Agreement conditions hereunder. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the Services. The Contractor further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Contractor. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. 4.15 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, design specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Contractor or its employees or subcontractors. 4.16 NOTICES All notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Contractor and the City listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONTRACTOR: 911 Direct, Inc. Attn: Robert Pough/Manager & Vice President 3201 Shamrock South, Suite #103 Tallahassee, Florida 32309 TO CITY: City of Miami Beach Attn: Ms. Pamela Leja 1700 Convention Center Drive Miami Beach, Florida 33139 With copies to: City of Miami Beach Police Department 1100 Washington Avenue Miami Beach, Florida 33139 Attn: Mgr. Cara Tuzeo Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.17 LITIGATION JURISDICTION/VENUE This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. BY ENTERING INTO THIS AGREEMENT, THE CONTRACTOR EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 4.18 ENTIRETY OF AGREEMENT This writing and the Services embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superceded hereby. The Services, including Exhibit "A" and the Bid Documents, are hereby incorporated by reference into this Agreement. 4.19 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a 8 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 $10,000. Contractor hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $10,000. 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 $10,000 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 paragraph 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, Florida Statutes. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: ATTEST: By: City Clerk , Robert Parcher · Date CITY OF MIAMI BEACH, FLORIDA Vice-Mayor Saul Gross Date FOR CONTRACTOR: ATTEST' By: Nyahsa Ri le~r Print Name President Robert Pough Print Name Corporate Seal Date 10 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION City Atto~e'y~ SCOPE OF SERVICES: EXHIBIT "A" Contractor shall provide maintenance service including labor and parts required to completely maintain the Equipment as described and defined in this Agreement. The list of equipment includes, but may not be limited to, the items listed in the Equipment Itemization of this Exhibit "A". The City agrees to provide Contractor with full and unrestricted access to the Equipment for the sole purpose of performing the maintenance service. 3.2.1 3.2.2 3.2.3 3.2.4 3.2.5 3.2.6 3.2.7 3.2.8 Contractor shall provide maintenance service twenty-four (24) hours a day and seven (7) days a week. Contractor shall dispatch technicians to the Equipment location within one (1) hour of receiving notification of a major interruption of service, to include all holidays. "A major interruption of service" is defined as an Equipment outage of all or a substantial part (50% or more) of the system and/or the inability to initiate or to receive telephone calls. Contractor's operators taking service calls for rapid assistance during a telephone line problem are to be trained and aware of the urgency relative to the 9-1-1 City Police and Fire services. Contractor's network technicians that respond to repair the City's Equipment must be fully trained on the Power 911 - Positron System. Contractor's technicians must perform preventative maintenance on the network circuits on a regular basis. Contractor's technicians must perform testing on the Back-up site lines and Equipment configuration on a monthly basis. Contractor's call center shall provide remote diagnostics capabilities allowing technicians to dial into the City's emergency system and troubleshoot remotely. Contractor shall designate a lead technician to work the City's account so as to ensure a consistent point of contact who is familiar with the Equipment under this Agreement. EXHIBIT "A" (cont'd) Equipment Itemization The list of equipment to be maintained under this Agreement includes, but is not limited to, the following: Positron CPE Equipment: 1) Life Line 100 ANI/ALI Controller 2) Twelve (12) Answering Positions (Power 911) 3) Ten (10) lAP + (Back-up Center) 4) Small ANI/ALI Controller configurable to answering positions. eight (8) trunks, eight (8) 5) Positron Network Interface Module 6) Positron Redundant Common Control Option 7) Positron Shelf equipped with KSl Unit 8) Positron Redundancy Package 9) Positron Intelligence Answering Position (lAP), Control Module, including line/lamp concentrator- Desktop. 10) Positron Line Module, Desktop, 30 Buttons 11) Positron CAD interface software package 12) Prewired KSU - 50 13) Key Telephone Unit 14) Call Reporter Plus Software (1 - 12 Position Unit) 15) Interfaces to Positron Controller #600123 16) Netclock/2 Interface Software 17) Premise Information Tool Software #913135 12 EXHIBIT "A" (cont'd) 18) Message Board Software #913140 19) Power 911 Software (Server), includes one (1) each of: #913200 Server Software #913225 Redundant Server Software 20) Power 911 Hardware (Server), includes one (1) each of: #914225 Database Server (7 -12 positions) #914400 12 Port Hub #914420 Database Server Tape Backup System 21) Power 911 Hardware and Software (per workstation), includes one (1) each of: #914125 Enhanced Workstation Computer #913100 Workstation Base Software Controller #600123 22) Power 911 Integrated Call Recorder #913150 23) Power 911 Integrated TDD #913160 24) Interconnect Panel #600125 25) Power 911 Workstation Computer 26) Life Line 100 Equipment- for Power 911 Workstations 27) Portable Life Line 100 #912002 28) Portable lAP+ Workstation #912002 29) Power 911 lAP PC Card #913500 30) Caller ID Module #600220 (serves up to eight [8] administrative lines) 31) Redundant Power Supply #912151 32) Battery Monitor Box #912150 13 EXHIBIT "A" (cont'd) 33) Positron Life Line 100 ANI/ALI Controller, configured for two (2) trunks and to accept two (2) positions. 34) 48-volt power Module (AC/DC Module) 35) Positron lAP Plus Workstation-30 Button Desktop 36) Positron NlM Card, per trunk (for additional to w11LA) 37) Positron Interconnect Panel (4x60) (for up to 4 serial modules) 38) Positron Concentrator- Daisy Chain Kit 39) Positron Line Lamp Concentrator 40) Positron Alarm Interface (1 per system) 41) Positron 1A2 Key System Shelf Package 42) Positron Additional Administrative Line 43) Positron Engraved Lens for lAP 44) Positron 48-volt Power Shelf 45) Positron Power 911 lAP/PC Card with 6 wire jack 46) Positron Power 911 - Integrated Call Recorder 47) Positron Power 911 - Integrated TDD for lAP Backroom 48) Positron Dedicated CAD Server (up to 15 positions) 14 EXHIBIT "A" (cont'd) Annual Maintenance Fee Year 1 $ 42,747.00 To be Invoiced Monthly at $ 3562.25 Annual Maintenance Fee Year 2 $ 44,345.00 To be Invoiced Monthly at $ 3695.42 15 an economical alternative purchasing solution for the public safety community. 91 ! 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