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98-22817 RESO RESOLUTION NO. 98-22817 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH BELLSOUTH, AS THE TOP-RANKED PROPOSER PURSUANT TO REQUEST FOR PROPOSALS NO. 141-96/97, FOR PROVIDING A 911 PHONE SYSTEM, IN AN AMOUNT NOT TO EXCEED $670,000, FOR A FIVE YEAR TERM. WHEREAS, the City issued a Request for Proposals (RFP) No. 141-96/97 for providing a 911 Phone System; and WHEREAS, notices and specification packages for the RFP were issued on October 15, 1997, resulting in four timely responses; and WHEREAS, an Evaluation Committee approved by the City Manager met on April 3, 1998, and recommended BellSouth as the top-ranked proposer; and WHEREAS, the City Manager has reviewed the responses and the recommendation of the Evaluation Committee and concurs with its recommendation; and WHEREAS, on June 3, 1998, the Mayor and City Commission authorized the Administration to negotiate the attached contract with BellSouth; and WHEREAS, a contract price not to exceed $670,000 for a five year term, to be paid for over two years, was agreed upon by BellSouth and the City. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Clerk are authorized to execute a contract with BellSouth, as top-ranked proposer pursuant to Request for Proposals No. 141-96/97, for providing a 911 Phone System, in an amount not to exceed $670,000, for a five year term. PASSED and ADOPTED this 1st day ofJuly, 1998. ~JYl ATTEST: . - $!L I ; ( ) MAYOR r (ceCil r((,( L ( Ltt CITY CLERK PJK:JBG APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION T:\AGENDA \JULO 198\REGULAR\A W ARDRES. WPD 1{jJ.~ C' Attorney 4/';-'o/?r Dote CITY OF MIAMI BEACH :ITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 lttp:\\ci.m iami-beach. fl. us COMMISSION MEMORANDUM NO. ~ ~ TO: Mayor Neison O. Kasdin and Members of the City Co mission DATE: July 1, 1998 FROM: Sergio Rodriguez City Manager , SUBJECT: A Resoluti 0 the Mayor and City Commission of the City of Miami Beach, Florida, Awarding a Contract to BellSouth, Pursuant to Request for Proposals No. 141-96/97, to Provide a 911 Phone System, in an Amount not to Exceed $670,000 for a Five Year Lease, to be Paid in Two Payments, and Authorizing the Mayor and City Clerk to Execute the Contract. , ADMINISTRA TION RECOMMENDATION Adopt the Resolution. FUNDING Funding is available from the Emergency 911 (E911) General Fund account 011.9405.000674. BACKGROUND The Public Safety Communications Unit at 1100 Washington Avenue receives all police, fire and rescue emergency 911 calls for the City of Miami Beach. The call takers currently use an outdated Emergency 911 (E911) phone system that was purchased in the late 1980' s. E911 is critical to public health and safety and must remain reliable and compatible with evolving telecommunications standards. The City's current E911 telephone system does not meet these requirements and must be replaced for the following reasons: As of July 1998, Miami-Dade County will have two area codes. Area codes will be issued based on the date a number is installed rather than by geographic area. Accordingly, the City of Miami Beach will have residents and businesses located side by side with different area codes. For this reason, all phone numbers in the county must be dialed using ten digits. A new system will handle the requirements of a ten-digit telephone system; the current system only handles eight digits and cannot be upgraded. AGENDAITEM~ DATE 1-\-<18 · The Public Safety Communications Unit often receives emergency calls on administrative (normal) lines (numbers other than 911). Our current E911 system only displays the calling number and address for 911-dialed calls. Calls received through the police administrative lines do not display this information; the result is that calls for help cannot be traced and victims may go unaided. A new telephone system will resolve these issues by displaying caller information on all calls received by the Public Safety Communications Unit. · The current E911 system is rapidly aging and becoming obsolete. The original equipment manufacturer no longer makes spare parts, so the City's maintenance provider is finding it increasingly difficult to locate replacement parts from third-party suppliers. · The City recently entered into an agreement to replace its Computer Aided Dispatch (CAD) system. Since CAD receives caller-ID information from the E911 telephone system, both should be replaced during the same project - so both new systems can be tested together. Therefore~ the City of Miami Beach issued Request for Proposals (RFP) No. 141-96/97 on October 15, 1997 to replace the E911 system. Specifications were mailed to 54 firms. The responses for this Request for Proposals were due on November 25, 1997. The following firms made proposals: · BellSouth · Shared Technologies Fairchild · Motorola · GTE The City Manager, with approval of the Mayor and City Commission, appointed the following evaluation committee: · Bill Bishop, Telecommunications Coordinator, City of Miami Police Department · Gail Epstein, Director of Telecommunications, Mount Sinai Medical Center · Anthony Feijo, Telecommunications Manager, Ryder Systems, Inc. · Phyllis Koch, Information Technology Director · Eric Stonebraker, Voice and Radio Communications Manager, FP&L · Martin Zaworski, Commander, Police Technical Services Division The Evaluation Committee appointed Phyllis Koch as chairperson. The Evaluation Committee members reviewed the RFP responses to rank the respondents on the following criteria, as stated in the RFP: · Functionality · Maintenance and support · Price System architecture · System performance · Respondent's financial strength and track record The Evaluation Committee met on April 3, 1998 and recommended BellSouth as the top respondent on the basis of: 1. BellSouth's track record for exceptional telephone support service to the City of Miami Beach and all business and government agencies represented by the evaluation committee members. 2. Meeting or surpassing all of the requirements as set forth in the request for proposal. Its five- year price was competitive with most of the proposals (in the $600,000-$700,000 range). On June 3, 1998 the City Commission gave the City Administration approval to negotiate a contract with BellSouth. Those negotiations were held and the following terms were agreed upon by BellSouth and the City: The total amount of $666,486 for the five year lease is to be paid for over two years in two equal payments of $333,243. · The first payment is due at cutover (i.e., when the system is completely operational and wqrking to the City's satisfaction). · The second payment is due 12 months later. As stated in the letter from the BellSouth Account Manager (attached), the negotiated price represents a reduction of more than $29,000. ANALYSIS The funding for this system comes out of the Emergency 911 (E911) General Fund. The money in this fund is collected on residential/business phone bills and is allocated to the Police Department for the express purpose of 911-related equipment and service. This money cannot be used for any other purpose. The purchase price includes the following: · A five year lease to the City of all hardware and software components of the 911 Phone System. · Fully redundant hardware, to insure the system remains online in the case of equipment failure. · Provision of additional equipment, not specified as required in the Request for Proposal, resulting in enhanced functionality. · No risk to the City in the event that equipment is destroyed in the event of a disaster (i.e., lightning strike). · Complete implementation of the system. · Five years of 24 X 7 maintenance, including any replacement parts. BellSouth will maintain a local pool of technicians and replacement parts to insure timely service. CONCLUSION The City Commission should adopt the attached resolution awarding a contract to BellSouth, pursuant to Request for Proposals No. 141-96/97, to Provide a 911 Phone System, in an amount not to exceed $670,000 for a five year lease, to be paid in two payments, and authorizing the Mayor and City Clerk to execute the attached contract. P J.J( SR:MDB:PIK Attachment @ SELLSOUTH BellEolll" BusinoSl SySlDms, IDC. Suite 6lXI 7B5D N.W. 19th S It'Bll\ MiQllli. AoridG 33125 305 !ili9.12!lO luna 1 S. 1998 Mrs. Phyllis Koch City ofMiarni Beach 1100 Washington Avenue Miami Beach, FL 33139 Dear Mrs. Koch: As a result ofintemal, llnd 1 must say, very aggressive negotiation by Ron Gitto, he has beeD a.ble to obtain a reduction on the price for your new system. The adjusted price for your Positron equipment is $646,&14.00. This represents a reduction of01ore thnn $29,000. This pricing is very competitive and inclusive. As indicated during our meeting, the BellSou1h 911 Team has a great deal of expertise, ' resources Q.nd weU~l.rained personnel to make this a success. We welcome the opportunity to b~ your partner in the S1lccessful implementation of this technologically advanced 911 system. .~ \', \ cc: R. Gitto L. Draughn '.' . .0' I . .' .... . .',. . '. '..' ..'::' ...... .: ", ':-.' :,:...,: '::. " ".' . .:.....~,.....:..~.:.:.'.::,..:.:~:...:..:..:.:...:..:.,..:,'..:..,..'..:,~:._;,..~.:.......:...:.......:.,...,.,..:,.,':.:.':' . . '0 ..... .... . .. . - - - .. . '.' : ;....:..:~.::~...~:~:.<...::...~:. :'.::."::I'..~: .::.:::'~'.:':.~':....~.' '.'-. .... ..... . .. .. '::..<:':~:<: .::..-:....::.:. . ;:: :.~:- SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 This Special Service Arrangement Agreement ("Agreement") is by and between BellSouth Telecommunications, Inc., a Georgia corporation, d/b/a BellSouth, ("Company") and City of Miami Beach ("Customer or Subscriber"), and is entered into pursuant to Tariff Section A5 of the General Subscriber Services Tariff. This Agreement is based upon the following terms and conditions as well as any Attachment(s) affixed and the appropriate lawfully filed and approved tariffs which are by this reference incorporated herein. 1. Subscriber requests and Company agrees, subject to the terms and conditions herein, to provide the service described in the Attachment(s) at the monthly and nonrecurring rates, charges, and conditions as described in the Attachment(s) ("Service"). The rates, charges, and conditions described in the Attachment(s) are binding upon Company and Subscriber for the duration of this Agreement. For the purposes of the effectiveness of the terms and conditions contained herein, this Agreement shall become effective upon execution by both parties. For purposes of the determination of any service period stated herein, said service period shall commence the date upon which installation of the service is completed. 2. Subscriber agrees to subscribe to and Company agrees to provide any additional tariffed services required for the installation ofthe Service. Subscriber agrees to be responsible for all rates, charges, and conditions for such tariffed services. 3. This Agreement is subject to and controlled by the provisions of Company's or any of its affiliated companies' lawfully filed and approved tariffs, including but not limited to Section A2 of the General Subscriber Services Tariff and No.2 of the Federal Communications Commission Tariff and shall include all changes to said tariffs as may be made from time to time. All appropriate tariff rates and charges shall be included in the provision of this service. The tariff shall supersede any conflicting provisions of this Agreement, with the exception of the rates and charges herein, in the event any part of this Agreement conflicts with terms and conditions of Company's or any of its affiliated companies' lawfully filed and approved tariffs. 4. This Agreement may be subject to the appropriate regulatory approval prior to commencement of installation. Should such regulatory approval be denied, after a proper request by Company, this Agreement shall be null, void, and of no effect. 5. If Subscriber cancels this Agreement prior to the completed installation of the Service, but after the execution of this Agreement by Subscriber and Company, Subscriber shall pay all reasonable costs incurred in the implementation of this Agreement prior to receipt of written notice of cancellation by Company. Notwithstanding the foregoing, such reasonable costs shall not exceed all costs which would apply if the work in the implementation of this Agreement had been completed by Company. 6. The rates, charges, and conditions described in the Attachment(s) may be based upon information supplied to Company by the Subscriber, including but not limited to forecasts of growth. If so, Subscriber agrees to be bound by the information provided to Company. Should Subscriber fail to meet its forecasted level of service requirements at any time during the term of this Agreement, Subscriber shall pay all reasonable costs associated with its failure to meet its projected service requirements. 7. If Subscriber cancels this Agreement at any time prior to the expiration of the service period SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 set forth in this Agreement, Subscriber shall be responsible for all termination charges. Unless otherwise specified by tariff, termination charges are defined as all reasonable charges due or remaining as a result ofthe minimum service period agreed to by Company and Subscriber and set forth in the Attachment(s). 8. This Agreement shall be construed in accordance with the laws of the State of Florida. 9. Except as otherwise provided in this Agreement, notices required to be given pursuant to this Agreement shall be effective when received, and shall be sufficient if given in writing, hand delivered, or United States mail, postage prepaid, addressed to the appropriate party at the address set forth below. Either party hereto may change the name and address to whom all notices or other documents required under this Agreement must be sent at any time by giving written notice to the other party. Company BellSouth Telecommunications, Inc. Assistant Vice President 701 Northpoint Pkwy, Suite 400 West Palm Beach, FL 33407 Subscriber City of Miami Beach 11 00 Washington Ave Miami Beach, FL 33139 10. Subscriber may not assign its rights or obligations under this Agreement without the express written consent of Company and only pursuant to the conditions contained in the appropriate tariff. 11. In the event that one or more of the provisions contained in this Agreement or incorporated within by reference shall be invalid, illegal, or unenforceable in any respect under any applicable statute, regulatory requirement or rule of law, then such provisions shall be considered inoperative to the extent of such invalidity, illegality, or unenforceability and the remainder of this Agreement shall continue in full force and effect. SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 This rate is valid through: 10/11/98. Estimated service interval following acceptance date: Negotiable weeks. Service description: This Special Service Arrangement provides: A) Tariffed E9-1-1 service PSAP equipment. B) Power 911 Software and Hardware C) Other related equipment and software. This Agreement is for Prepayment of a sixty (60) month contract. At the end of the 60 month term, this Special Arrangement Agreement must be renegotiated. The service interval will be negotiated. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the dates set forth below. Subscriber: City of Miami Beach rIJ/!IJ By: ~ Authorized Signa:ur.- Neisen APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION Accepted by: Kasdin ~~~ City Attome-r r,!lf/(,f Omf'l Title: Mayor ATTEST: ~6 PcLt-clu-- ~RO rt Parcher, City Clerk Date: _^~ I1J \ ~ 'l'8 Company: BellSouth Telecommunication coo By: For- ~ 'h:.r~ Title: Assistant Vice President Date: 1 - ''-1 - (.7 S SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 RATES AND CHARGES Rate Element Non-Recurring Monthlv Rate USOC 1. Contract Preparation Charge $385.00 $.00 2. Small ANI! ALl Controller configurable to $45,185.00 $.00 eight (8) trunks, eight (8) answering positions a) each (Like USOC: E9851) 3. Positron Redundant Common Control Option $11,782.00 $.00 a) each (Like USOC: E985R) 4. Positron Network Interface Module $5,237.00 $.00 a) each (Like USOC: E985N) 5. Positron Shelf equipped with KSI Unit - $20,204.00 $.00 first shelf only a) each (Like USOC: E98SE) 6. Positron Shelf equipped with KSI Unit - $15,971.00 $.00 shelves 2, 3, 4 and 5 a) each (Like USOC: E98SF) 7. Positron Redundancy Package - $8,597.00 $.00 first shelf only a) each (Like USOC: E98SG) SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 RATES AND CHARGES Rate Element N on- Recurring Monthlv Rate USOC 8. Positron Redundancy Package - $7,331.00 $.00 shelves 2, 3, 4, and 5 a) each (Like USOC: E98SH) 9. Conversion from 4 ft. cabinet to 7 ft. cabinet $4,669.00 $.00 (Includes cabinet) a) each (Like USOC: E98SJ) 10. Positron Intelligent Answering Position (lAP) $4,255.00 $.00 Serial Module, EL Display - Desktop a) each (Like USOC: E9LDA) 11. Positron Intelligent Answering Position (lAP) $4,255.00 $.00 Serial Module, EL Display - Panel Mount a) each (Like USOC: E9LDB) 12. Positron Intelligent Answering Position $4,320.00 $.00 (lAP), Control Module, including line/lamp concentrator - Desktop a) each (Like USOC: E9LDC) SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 RATES AND CHARGES Rate Element Non-Recurring Monthlv Rate USOC 13. Positron Intelligent Answering Position $4,320.00 $.00 (lAP), Control Module, including line/lamp concentrator - Panel Mount a) each (Like USOC: E9LDD) 14. Positron Intelligent Answering Position $1,964.00 $.00 (lAP), Line/Lamp concentrator a) each (Like USOC: E9LDE) 15. Positron Line Module, Desktop, 30 buttons $1,440.00 $.00 a) each (Like USOC: E9LDF) 16. Positron Line Module, Panel Mount, 30 $1,440.00 $.00 buttons a) each (Like USOC: E9LDG) 17. Positron CAD interface software package $3,360.00 $.00 a) each (Like USOC: E98Ml) 18. On Demand ALl Print Option $1,746.00 $.00 a) each (Like USOC: E98MP) SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 RATES AND CHARGES Rate Element N on- Recurring Monthly Rate USOC 19. Remote ANI! ALl Transfer Option $3,142.00 $.00 a) each (Like USOC: E98MT) 20. Universal Position Identifier $1,157.00 $.00 a) each (Like USOC: E9LMA) 21. Single Shelf Power Supply $7,331.00 $.00 a) each (Like USOC: E9LMB) 22. Prewired KSU - 25 $1,915.00 $.00 (Like USOC: KSUR2) a) each 23. Prewired KSU - 50 $2,783.00 $.00 (Like USOC: KSUR5) a) each 24. Prewired KS U - 75 $3,479.00 $.00 (Like USOC: KSUR7) a) each 25. Key Telephone Unit - KTU $533.00 $.00 (Like USOC: KTURX) 26. Power 911 Training, per user $227.00 $.00 (1/2 day) SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 RATES AND CHARGES Rate Element N on- Recurring Monthlv Rate USOC 27. Call Reporter Plus Software (1-12 Position $6,188.00 $.00 Unit) #917200 (Interfaces to Position Controller #600123) a) each (Note 1) 28. Call Reporter Software #917100 $4,034.00 $.00 (interfaces to LLl 00 vis ACDR port) a) each (Note 1) 29. Equipment Spares $21,152.00 $.00 (Note 2) 30. NetcIock/2 Interface Software $1,311.00 $.00 a) each 31. Optional: $1,151.00 $.00 SOP Tool Software #913130 a) each 32. Optional: $3,369.00 $.00 Incident Tool Software #913120 a) each 33. Optional: $977.00 $.00 Premise Information Tool Software #913135 a) each SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 RATES AND CHARGES Rate Element N on- Recurring Monthlv Rate USOC 34. Optional: $1,315.00 $.00 Message Board Software (1 Position) #913140 a) each 35. Optional: $6,077.00 $.00 FAX Transfer Software #913350 (requires Communication Server) a) each 36. Optional: $7,232.00 $.00 CAD/Database Interface Software #913300 (requires Communication Server) a) each 37. Optional: $9,408.00 $.00 Communication Server #914300 a) each 38. POWER 911 SOFTWARE (Server) $9,904.00 $.00 Includes one (1) each of: #913200 Server Software #913225 Redundant Server Software 39. POWER 911 HARDWARE (Server) $24,460.00 $.00 Includes one (1) each of: #914225 Database Server (7-12 positions) #914400 12 Port Hub #914420 Database Server Tape Backup Sys. 40. POWER 911 HARDWARE AND $22,881.00 $.00 SOFTWARE - Per Workstation Includes one (1) each of: #914125 Enhanced Workstation Computer #913100 Workstation Base Software SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 RATES AND CHARGES Rate Element N on- Recurring Monthlv Rate USOC 41. Position Controller #600123 $3,759.00 $.00 a) each 42. Power 911 Integrated Call Recorder $1,151.00 $.00 #913150 a) each 43. Power 911 Integrated TDD #913160 $1,337.00 $.00 a) each 44. Control Module, Desk top #600311/2 $1,496.00 $.00 a) each 45. Serial Module, Desk top #600321 $1,368.00 $.00 a) each 46. Line Module, Desk top, 30 Buttons #600316 $1,067.00 $.00 a) each 47. Interconnect Panel #600125 $641.00 $.00 a) each 48. Line/Lamp Concentrator #600315 $1,454.00 $.00 a) each 49. Life Line 100 Equipment - for Power $17,750.00 $.00 911 Workstations a) Per arrangement (Note 4) SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 RATES AND CHARGES Rate Element Non-Recurring Monthlv Rate USOC 50. Portable Life Line 100 #912002 $36,950.00 $.00 a) each (Note 3) 51. Portable IAP+ Workstation #912006 $16,902.00 $.00 (Includes two (2) Positions) a) each 52. Optional: $5,781.00 $.00 Power 911 lAP PC Card #913500 a) each 53. Caller ID Module #600220 $1,790.00 $.00 (serves up to eight (8) administrative lines) a) each 54. Redundant Power Supply #912151 $5,787.00 $.00 a) each 55. Battery Monitor Box #912150 $759.00 $.00 a) each 56. Colored Engraved Lens $2.00 $.00 a) each 57. Arbitrator device $1,000.00 $.00 a) each 58. Customer Training $6,259.00 $.00 NOTES: The Customer is liable for the full 60 months of revenues. At the end of the 60 month term, this Agreement must be renegotiated. SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 RATES AND CHARGES NOTES: Non-appropriation of funds: Subscriber covenants that the service hereunder is of essential use to its proper, efficient, and economic operation. Despite the foregoing, in the event funds are not available to the Subscriber from funds appropriated to the Subscriber by the county, state of Florida or from other sources, to make any payments due during the initial term or any renewal term of this Agreement, then the Subscriber shall have the option to terminate this Agreement. In the event the Subscriber exercises its option to terminate given under this paragraph, or under any paragraph in this Agreement, there shall be no obligation on the Subscriber to pay any further payments due hereunder and this Agreement shall become null and void upon the mailing of the notice of termination. No right of action or damage shall thereafter accrue to the benefit of Subscriber, its successors and assignees, for any further payments. There shall also be no acceleration of any further payments due hereunder or like obligation of Subscriber by reason of termination of this Agreement, nor shall any penalties be assessed against Subscriber therefore. Note 1: PC Requirements to be provided by the Customer for Call Reporter Plus MIS Software: Dedicated IBM PC or Compatible with Pentium 133 MHz (or higher) 32M RAM, 2.1GB (or higher) Hard Drive (IDE only), 1.44MB Floppy Windows 95 HP Laser Printer Note 2: Spares: Includes one (1) each of: #912152 Redundant Power Supply - Spare module kit #912306/3 SIG Module #912304/1H COM Module #912305/1H NIM Module (2 interfaces) #600315 Line/Lamp Concentrator #912320 AC/DC Module #912320/H MCM/SIO Module (12 RS422) #912311 Control Module - Desk top #600321/1 Serial Module - Desk top #914125 Power 911 Enhanced Workstation Computer #600323/1 Position Controller #600126 Interconnect Panel (2x240) Note 3: Storage ofthe Portable Life Line 100 and Portable lAP Workstations will be negotiated apart from this Agreement. Other necessary components required for functionality of the Portable SPECIAL ARRANGEMENT AGREEMENT Case Number SF97-6700-03 Option 2 of 4 RATES AND CHARGES NOTES: LLlOO and lAP Workstations will be provided by the Customer. Note 4: Equipment included in Rate Element: 1 912105 Cabinet 7ft. (Blue-Grey) 1912150 Battery Monitor Box 1 912161 Redundant Power Supply 1 911135/1 Battery backup 20 CC Daisy Chain Kits (Square System) 660 Lens lAP Note 5: Rates and charges herein are in addition to applicable tariff rates and charges. Rules and regulations of the tariff apply. END OF ARRANGEMENT AGREEMENT OPTION 2