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2017-188-3293 - Agreement with Safeware Inc for Server UpgradesRESOLUTION NO. 2017-188-3293 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST TO RESPECTIVELY THAT CERTAIN AGREEMENT WITH SAFEWARE, INC., FOR THE PURCHASE OF VIDEO MANAGEMENT SOFTWARE, IN AN AMOUNT NOT TO EXCEED ONE HUNDRED FOURTEEN THOUSAND EIGHT DOLLARS AND NINETEEN CENTS ($114,008.19), BY RELYING ON U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE RFP NUMBER 11-205753-10 (4400001839), ATTACHED HERETO AS EXHIBIT "A"; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS: PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami Gardens Police Department (CMGPD) is in the process of deploying security cameras across several different City Parks and City facilities, as part of the General Obligation Bond Project, and WHEREAS, these cameras will be viewed from the Real Time Crime Center during times of public safety need, and WHEREAS, for these camera feeds to be accessible and processed in the Real Time Crime Center, video management software is required along with servers that are unique and powerful, and WHEREAS, the total cost for purchasing and installing the video management software is One Hundred Fourteen Thousand Eight Dollars and Nineteen Cents ($114,008.19), and WHEREAS, this purchase will be procured by relying on RFP Number 11- 205753-10 (4400001839), which was competitively bid by the U.S. Communities Government Purchasing Alliance, lead agency, the County of Fairfax, Virginia, and WHEREAS, City staff recommends City Council authorizes the City Manager to execute an agreement with Safeware, Inc., for the purchase of video management software for this purpose. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA AS FOLLOWS: Section 1: ADOPTION OF REPRESENTATIONS: The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Resolution. Section 2: AUTHORIZATION: The City Council of the City of Miami Gardens hereby authorizes the City Manager and the City Clerk to execute and attest to respectively that certain Agreement with Safeware, Inc., for the purchase of video management software, in an amount not to exceed One Hundred Fourteen Thousand Eight Dollars and Nineteen Cents ($114,008.19), by relying on U.S. Communities Government Purchasing Alliance RFP Number 11-205753-10 (4400001839), attached hereto as Exhibit "A". Section 4: EFFECTIVE DATE: This Resolution shall take effect immediately upon its final passage. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON DECEMBER 13, 2017. -LSI OLIVER GILBERT, III, MAYOR ATTEST: RONETTA TAYLOR, I^C, CITY CLERK PREPARED BY: SONJA KNIGHTON DICKENS, CITY ATTORNEY Resolution No. 2017-188-3293 Page 2 SPONSORED BY: CAMERON D. BENSON, CITY MANAGER Moved by: \J\q Seconded bv: ('JlW^rrPjaHjSMZaCacwttiMs VOTE: 1 -Q Mayor Oliver Gilbert, III ^(Yes) (No) Vice Mayor Erhabor Ighodaro, Ph.D. ^ (Yes) (No) Councilv\/oman Lisa C. Davis ^ (Yes) (No) Councilman Rodney Harris (Yes) (No) Councilwoman Lillie Q. Odom (Yes) (No) Councilwoman Felicia Robinson ✓^(Yes) (No) Councilman David Williams Jr ^(Yes) (No) Resolution No. 2017-188-3293 Page 3 18605 NW 27th Avenue Miami Gardens, Florida 33056 City of Miami Gardens Agenda Cover Memo Council Meeting Date: December 13, 2017 Item Type: (Enter X in box) Resolution Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No X Funding Source: General Obligation Bond Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: NA X Sponsor Name Cameron D. Benson, City Manager Department: Police Department Short Title: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST TO RESPECTIVELY THAT CERTAIN AGREEMENT WITH SAFEWARE, INC., FOR THE PURCHASE OF VIDEO MANAGEMENT SOFTWARE, IN AN AMOUNT NOT TO EXCEED ONE HUNDRED FOURTEEN THOUSAND EIGHT DOLLARS AND NINETEEN CENTS ($114,008.19), BY RELYING ON U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE RFP NUMBER 11-205753-10 (4400001839), ATTACHED HERETO AS EXHIBIT “A”; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE DATE. Staff Summary: The Miami Gardens Police Department is in the process of deploying security cameras across several different City Parks and City facilities as part of the General Obligation Bond Project. These cameras will be viewed from the Real Time Crime Center during times of public safety need. For these camera feeds to be accessible and processed in the Real Time Crime Center, a video management software is required along with servers that are unique and powerful. After consultation with our Video Management vendor and the Miami Gardens staff, the exact servers were identified. The Miami Gardens Police Department obtained a quote from our approved vendor, Safeware Inc., for the purchase and installation of the servers. AGENDA ITEM K-13 AGREEMENT WITH SAFEWARE INC FOR RTCC 18605 NW 27th Avenue Miami Gardens, Florida 33056 The purchase of the servers will be procured by piggybacking off of RFP Number 11-205753-10 (4400001839), which was competitively established by the U.S. Communities Government Purchasing Alliance (U.S. Communities) lead agency, The County of Fairfax, Virginia. The use of said contract was approved by Council in the May 11, 2016 meeting. Funding for the servers will be provided through the General Obligation Bond. Video Management Servers: $114,008.19 Total: $114,008.19 Proposed Action: That the City Council approves the attached resolution authorizing the City Manager to execute the attached contract with Safeware, Inc., in an amount not to exceed one hundred fourteen thousand eight dollars and nineteen cents ($114,008.19). Attachment: Attachment A: Safeware Quote AGREEMENT BETWEEN THE CITY OF MIAMI GARDENS AND SAFEWARE, INC. THIS AGREEMENT (hereinafter referred to as the “Agreement”) is made in duplicate, this ____ day of __________, 2017 by and between the CITY OF MIAMI GARDENS, (hereinafter referred to as “City”), and SAFEWARE, INC., a Corporation authorized to do business in the State of Florida (hereinafter referred to as “Contractor”) whose Federal I.D. # is 52-1152883. RECITALS WHEREAS, City is in need of Contractor to provide servers to process security surveillance data, for Public Safety and Emergency Preparedness; and WHEREAS, Contractor has expressed the ability and desire to provide these Services pursuant to the pricing terms and conditions offered to the County of Fairfax, Virginia, Contract No. 4400001839, as more fully described in the Contractor’s Proposal, a copy of which is attached hereto as Attachment “A”, and incorporated herein by reference; and WHEREAS, pursuant to the City’s procurement code provisions, purchases made under state, county or other governmental contracts, or competitive bids with other governmental agencies are exempt from the City’s competitive bidding procedures; and WHEREAS, the City desires to enter into this Agreement with Contractor to provide the Services in a total amount not to exceed one hundred fourteen thousand eight dollars and nineteen cents ($114,008.19). NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. DEFINITIONS Agreement means this Agreement together with the Contract Documents. Commencement Date means the date specified in the Notice to Proceed from the City Manager or his designee. Contract Amount means the total sum of monies which has been agreed to between the Contractor and the City as the total price for the supply and installation of the Project and the performance of 2 all services under this Agreement. Contract Documents means this Agreement, the pricing terms and conditions per County of Fairfax, Virginia, Contract No. 4400001839, any Addenda, Supplemental Terms and Conditions, the Contractor’s Proposal to the City attached hereto as Attachment “A”, any approved written interpretations and clarifications, Field Directives, Construction Change Directives, any Change Orders issued thereto, and any modifications, duly issued after execution of the Agreement. Contractor means Safeware, Inc., the contractor selected by the City to provide all labor, materials, equipment and services to complete the Services described in the Contract Documents. Contractor Project Manager means the person designated by Contractor as its lead representative to the City. The Contractor Project Manager shall have the authority to obligate and bind the Contractor and to act on all matters on behalf of Contractor except for revisions to the Contract Documents and Change Orders. Construction Change Directive means a written directive to effect changes to the Services, prepared by and executed by the City. Construction Work means all work required by this Agreement for the completion of Services. Cure means the action taken by the Contractor, promptly after receipt of written notice from the City of a breach of the Agreement, which shall be performed at no cost to the City, to repair, replace, correct, and/or remedy all material, equipment, or other elements of the Services or the Agreement affected by such breach, or to otherwise make good and eliminate such breach, including, without limitation, repairing, replacing or correcting any portion of the Services or the Project site disturbed in performing such cure. Cure Period means a period of ten (10) days, after receipt of written notice to cure from the City, in which the Contractor is required to cure deficiencies in the Services or compliance with this Agreement or the Contract Documents. Drawings means the graphic and pictorial portions of the Services, which serve to show the design, location and dimensions of the work to be performed, including, without limitation, all notes, schedules and legends on such Drawings. Field Directive means a written approval for the Contractor to proceed with work requested by the City, which is minor in nature and should not involve additional cost. Insurance Requirements means the requirements described in this Agreement and the Contract Documents. 3 Notice To Proceed means a written letter or directive issued by the City Manager or his designee directing that the Contractor may begin Services on the Project or a specific task of the Project. Project Manager means an employee or representative of the City assigned to manage and monitor the Services to be performed under this Agreement and the construction of the Project. Project means the complete supply and installation, including incidentals thereto, to provide servers for public safety and emergency preparedness and related services, as more fully described in the Contract Documents. Request For Information (RFI) means a request from the Contractor seeking an interpretation or clarification by the City relative to the Agreement and/or the Contract Documents. The RFI, which shall be clearly marked RFI, shall clearly and concisely set forth the issue(s) or item(s) requiring clarification or interpretation and why the response is needed. The RFI must set forth the Contractor's interpretation or understanding of the document(s) in question, along with the reason for such understanding. Specifications and Plans as used herein means that portion of the Contract Documents which are the written requirements for the materials, equipment, systems, standards and workmanship for completion of the Services and performance of related services for this Project. Sub-Contractor(s) means a person or entity other than a materialman or laborer that has a direct contract with the Contractor to perform or supply any portion of the Services in connection with this Project. Time for Completion means the time to complete all Services to be agreed upon in the Scope of Work (SOW) to be submitted with the contractor estimate from the Commencement Date specified in the Notice to Proceed issued by the City Manager or his designee. Final Completion means the date certified by the City Manager or his designee that all documents required by the Contract Documents have been received by the City Manager or his designee; any other documents required to be provided by Contractor have been received by City Manager or his designee; and to the best of City Manager or their designee’s knowledge, information and belief the Services defined herein has been fully completed in accordance with the terms and conditions of the Contract Documents. Services as used herein refers to all services required by the Contract Documents, including all labor, materials, equipment, supervision and services needed to complete the Project in accordance with the Contract Documents. ARTICLE 1. SCOPE OF WORK Contractor shall provide all labor, materials, equipment, tools, manpower, management, supervision, and all other necessary goods and services to perform the Work in the manner provided by this Agreement and the Contract Documents. 4 ARTICLE 2. CONTRACT TIME, TIME FOR COMPLETION AND LIQUIDATED DAMAGES Time is of the essence in the performance of the Services under this Agreement. The Commencement Date shall be the date specified in the Notice to Proceed issued by the City Manager or his designee. Contractor shall perform the Services in accordance with the Contract Documents and shall achieve Final Completion of the Services as specified in the Scope of Work submitted with the contractor estimate . In such event the City, in addition to all remedies provided for an event of Contractor's default hereunder, shall have the right to collect from Contractor all expenses incurred by the City in the re-procurement of the Services. 2.1 Contractor will promptly perform its duties under the Contract Documents and will give the Services as much priority as is necessary to cause the Services to be completed on a timely basis in accordance with the Contract Documents. Time is of the essence of this Agreement. All Services shall be performed strictly (not substantially) within the time limitations necessary to meet all deadlines established in the Contract Documents. 2.2 All dates and periods of time set forth in the Contract Documents, including those for the commencement and completion of the Services, and for the delivery and installation of materials and equipment, were included because of their importance to the City. 2.3 Contractor acknowledges and recognizes that the City is entitled to full and beneficial use of the Project following expiration of the Time for Completion. 2.4 Except for extensions approved in writing by the City, Excusable Delays, or as otherwise specifically provided in this Agreement, the Contractor understands that the occurrence of events of delay within the Contractor's reasonable control shall not excuse the Contractor from its obligation to achieve Final Completion of the Services within the time stipulated in this Agreement, and shall not entitle the Contractor to an adjustment of the Contract Amount. All parties under the control or contract with the Contractor shall include, but are not limited to, subcontractors, materialmen and/or laborers. ARTICLE 3. EXCUSABLE DELAY The Time for Completion may be extended by reason of an Excusable Delay. An Excusable Delay is delay caused by circumstances (i) beyond the reasonable control of Contractor, its Sub-Contractors, suppliers and vendors and (ii) not caused by the negligence of Contractor, its Sub-Contractors, suppliers and vendors. Where Contractor claims that it is entitled to an extension because of an excusable delay, it shall furnish to the Project Manager all documentation supporting its claim, including, details of the claim, a description of the work affected and the actual costs resulting from the delay. Failure of Contractor to comply with this Article as to any particular event of delay shall be deemed conclusively to constitute a waiver, abandonment or relinquishment of any and all claims resulting from that particular event of delay. ARTICLE 4. NO DAMAGE FOR DELAY In the event completion of the Project is delayed through no fault of Contractor or City, it is agreed that Contractor's sole and exclusive remedy is a time extension of the Time for Completion equal to each day the work is so delayed. The City shall not be liable for any delay damages or 5 damages in any way attributable to performing work out of sequence, acceleration claims, or other similar type claims, incurred by Contractor or any of its Sub-contractors, arising out of or in any way associated with the performance of this Contract. ARTICLE 5. CONTRACT AMOUNT, PROGRESS PAYMENTS AND FINAL PAYMENT 5.1 The City shall pay to the Contractor, for the faithful performance of all work in connection with this Project the total amount not to exceed one hundred fourteen thousand eight dollars and nineteen cents ($114,008.19) for all Services performed under this Agreement. Payment shall be made within thirty (30) days after the City’s receipt of Contractor's Application for Payment, approved by the City, and accompanied by sufficient supporting documentation, and containing sufficient detail, to allow a proper audit of all expenditures incurred by Contractor, should the City require one to be performed. 5.2 There are no reimbursable expenses associated with this Agreement. 5.3 The City may withhold, in whole or in part, payment to such extent as may be necessary to protect itself from loss on account of: 5.3.1 Defective Work not remedied by Contractor. 5.3.2 Claims filed or reasonable evidence indicating probable filing of claims by other parties against Contractor or the City because of Contractor's performance. 5.3.3 Failure of Contractor to make payments properly to Sub-Contractors or for material or labor. 5.3.4 Liquidated damages and costs incurred by the City for extended Project administration. 5.3.5 Failure of Contractor to comply with any other provision(s) of this Agreement. 5.4 Upon receipt of written notice from Contractor that the Project is ready for final inspection and acceptance, the City will make an inspection thereof. If the City finds the Services acceptable, the requisite documents have been submitted and the requirements of the Contract Documents fully satisfied, a Final Certificate for Payment will be issued by the City, stating that the requirements of the Contract Documents have been performed and the Project is ready for acceptance under the terms and conditions thereof. 5.5 Final payment shall be made only after the City has reviewed and approved the Final Application for Payment. The acceptance of final payment shall constitute a waiver of all claims by Contractor, except those previously made in strict accordance with the provisions of the Agreement and identified by Contractor as unsettled at the time of the application for final payment. ARTICLE 6. REQUESTS FOR INFORMATION (RFI) The Contractor shall submit in writing a Request for Information (RFI) to the City where the Contractor believes that the specifications or drawings are unclear or conflict. All requests 6 must be submitted in a manner that clearly identifies the drawing and/or specification section where clarification or interpretation is being requested. ARTICLE 7. FIELD DIRECTIVES The City may at times issue Field Directives to the Contractor based on visits to the Project site(s). Such Field Directives shall be issued in writing and the Contractor shall be required to comply with such directive. Where the Contractor believes that the directive is outside the scope of the Project, the Contractor shall, within Forty Eight (48) hours, notify the City that the Field Directive is outside the scope of the Project. At that time the Field Directive may be rescinded or the Contractor may be required to submit a request for a Change Order proposal. Where the Contractor is notified of the position that the Field Directive is within the scope of Services and the Contractor disagrees, the Contractor shall notify the City that the Contractor reserves the right to make a claim for the time and monies based on the Field Directive. At no time shall the Contractor refuse to comply with the Field Directive. Failure to comply with the directive may result in a determination that the Contractor is in default of the Agreement. ARTICLE 8. CHANGE ORDERS 8.1 Changes in the quantity or character of the Services for the Project which are not properly the subject of Field Directives shall be authorized only by Change Orders approved in advance and issued in accordance with the guidelines of the City. 8.2 All changes to the Services must be pre-approved in writing, in advance, by the City in accordance with the value of the Change Order or the calculated value of the time extension. In the event Contractor fails to follow this procedure and performs additional work in connection with the Services without first obtaining pre-approval in writing by the City, the Contractor shall not be entitled to any additional monies in connection with the additional work performed. 8.3 In the event satisfactory adjustment cannot be reached for any item requiring a change in the Contract Amount, the City reserves the right at its sole option to either terminate the Agreement as it applies to the items in question and make such arrangements as may be deemed necessary to complete the disputed work; or may submit the matter in dispute as set forth in the dispute resolution procedures set forth in this Agreement. ARTICLE 9. SCOPE OF SERVICES MODIFICATION PROCEDURES 9.1 CITY INITIATED MODIFICATIONS The City will issue a detailed description of proposed changes in the Services that may require an adjustment(s) to the Contract Amount or Contract Time. If necessary, the description will include supplemental or revised drawings and specifications. Subsequent to notification of modifications in the Services by City, Contractor shall submit a quotation estimating cost adjustments to the Contract Amount and/or the Contract Time necessary to execute the change. Contractor shall include the following information when responding:  Include a list of quantities of products required or eliminated and unit costs, with total 7 amount of purchases and credits to be made. If requested, furnish survey data to substantiate quantities.  Indicate applicable taxes, delivery charges, equipment rental, and amounts of trade discounts.  Include costs of labor and supervision directly attributable to the change.  Include an updated contractor’s completion schedule that indicates the effect of the change, including but not limited to, changes in activity duration, start and finish times, and activity relationship. Use available total float, if any, before requesting an extension of the Contract Time. 9.2 CONTRACTOR INITIATED MODIFICATIONS If latent or unforeseen conditions require modifications in the contract, the Contractor may propose changes by submitting a request for a change order to the City. Contractor shall use the change order request form approved by the City Manager or his designee for said modification requests. The following MUST be submitted/included by Contractor prior to any additional work being undertaken by Contractor; failing which, the Contractor shall not be paid for the additional work:  A statement outlining reasons for the change and the effect of the change on the Services. Provide a complete description of the proposed change. Indicate the effect of the proposed change on the Contract Amount and the Contract Time.  A list of quantities of products required or eliminated and unit costs, with total amount of purchases and credits to be made. If requested, furnish survey data to substantiate quantities.  Indicate applicable taxes, delivery charges, equipment rental, and amounts of trade discounts.  Cost of labor and supervision directly attributable to the change.  Comply with any applicable product requirements if the proposed change requires substitution of one product or system for product or system specified. 9.3 ALLOWANCES Allowance Adjustment. To adjust allowance amounts, Contractor shall base each Change Order proposal on the difference between purchase amount and the allowance, multiplied by final measurement of work-in-place. If applicable, Contractor shall also include reasonable allowances for cutting losses, tolerances, normal product imperfections, and similar margins. Contractor also agrees to the following conditions:  Include installation costs in purchase amount only where indicates as part of the allowance.  If requested, prepare explanation and documentation to substantiate distribution of overhead costs and other margins claimed.  Submit substantiation of a change in scope of work, if any, claimed in change orders related to unit-cost allowances.  The City reserves the right to establish the quantity of work-in-place by independent quantity survey, measure, or count. Contractor must submit claims for increased costs because of a change in scope or nature of the 8 allowance described in the Contract Documents, whether for the purchase order amount or contractor’s handling, labor, installation, overhead, and profit. Contractor shall submit claims within fourteen (14) days of receipt of the change order or change directive authorizing work to proceed. The City shall reject claims submitted later than fourteen (14) days after such authorization. Contractor also agrees to the following conditions:  Do not include Contractor’s or subcontractor’s indirect expense in the change order cost unless it is clearly shown that the nature or extent of work has changed from what could have been foreseen from information in the Contract Documents.  No change to Contractor’s indirect expense is permitted for selection of higher or lower priced materials or systems of the same scope and nature as originally indicated. 9.4 CHANGE ORDER PROCEDURES On the City’s approval of a proposal request, the City Manager or his designee will issue a change order for signatures of the City and the Contractor on a form approved by the City. 9.5 CONSTRUCTION CHANGE DIRECTIVE Construction Change Directive. The City may issue a construction change directive on a form approved by the City. Construction change directive instructs Contractor to proceed with a change in the Services, for subsequent inclusion in a change order. Construction change directive contains a complete description of change in the Services. It also designates method to be followed to determine change in the Contract Amount or the Contract Time. Documentation. Contractor agrees to maintain detailed records on a time and material basis of work required by the construction change directive. After completion of change directive, Contractor shall submit an itemized account and supporting data necessary to substantiate cost and time adjustments to the contract. ARTICLE 10. WARRANTY OF CONSTRUCTION The Contractor shall warrant that all Services performed in connection with the Project conform to the Agreement and are free of any patent and/or latent defect of the workmanship for a minimum period of one year from the date of Final Completion. This warranty shall be in addition to whatever rights the City may have under applicable law. The Contractor's obligation under this warranty provision shall be at its own cost and expense, to promptly repair or replace (including cost of removal and installation), that item (or part or component thereof) which proves defective or fails to comply with the Agreement within the warranty period such that it complies with the Agreement. ARTICLE 11. CLEANING UP – THE CITY’S RIGHT TO CLEAN UP Contractor shall at all times keep the Project areas free from accumulation of waste materials or rubbish. At the completion of the Project, Contractor shall remove all its waste materials and rubbish from and about the Project areas, as well as Contractor’s tools, construction equipment, machinery and surplus materials. If Contractor fails to clean up during the execution of 9 the Services or at the completion of the Project, the City may do so and the cost thereof shall be charged to Contractor. Cleaning operations should be controlled to limit dust and other particles adhering to existing surfaces. ARTICLE 12. REMOVAL OF EQUIPMENT In case of termination of this Agreement before completion for any cause whatsoever, Contractor, if notified to do so by the City, shall promptly remove any part or all of Contractor's equipment and supplies from the property of the City. If the Contractor fails to comply with the City’s order, the City shall have the right to remove such equipment and supplies at the expense of Contractor. All existing cameras and/or equipment removed by Contractor or this subcontractor(s) shall remain the property of the City of Miami Gardens. ARTICLE 13. SITE INVESTIGATION AND REPRESENTATION 13.1 The Contractor acknowledges that it has satisfied itself as to the nature and location of the Services, the general and local conditions, particularly those bearing upon availability of transportation, disposal, handling and storage of materials, availability of labor, water, electric power, and roads, the conformation and conditions at the ground and all other matters which can in any way affect the performance of Services or the Contract Amount. 13.2 The Contractor further acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials to be encountered from evaluating information included in the Contract Documents. Any failure by the Contractor to acquaint itself with all the provided information will not relieve Contractor from responsibility for properly estimating the difficulty or cost thereof under the Contract Documents. ARTICLE 14. OWNERSHIP AND USE OF DOCUMENTS The Drawings, Specifications and other documents prepared by the City and copies thereof furnished to the Contractor, are for use solely with respect to this Agreement. They are not to be used by the Contractor, Sub-Contractors, and/or material suppliers on other projects, without the specific express written consent of the City. The Contractor, Sub-Contractors, and/or material suppliers are granted only a limited license to use and reproduce applicable portions of the Drawings, Specifications, and other documents prepared by the City or its designee, appropriate to and for use in the execution of Services under this Agreement. ARTICLE 15. PLANS, SPECIFICATIONS AND WORKING DRAWINGS 15.1 The City shall have the right to modify the details of the Plans, Specifications, and Working Drawings with additional plans, drawings or additional information as the Services proceed, all of which shall be considered as part of the Contract Documents. 15.2 Where the Contractor believes that the modification or supplement is outside the Scope of Services, the Contractor shall, within (Forty Eight) 48 hours, notify the City that the modification or supplement is outside the scope of Services. At that time the modification or supplement may be rescinded or the Contractor may be required to submit a request for a 10 Change Order proposal. Where the Contractor is notified of the City’s position that the modification or supplement is within the scope of Services and the Contractor disagrees, the Contractor shall notify the City that the Contractor reserves the right to make a claim for the time and monies based on the modification or supplement. At no time shall the Contractor refuse to comply with the modification or supplement. 15.3 When, in the opinion of the City, it becomes necessary to explain the Services to be done more fully, or to illustrate the Services further, or to show any changes which may be required, supplementary drawings, with specifications pertaining thereto, will be prepared by the City Manager or his Designee. The supplementary drawings shall be binding upon Contractor with the same force as the Contract Documents. Where such supplementary drawings require either less or more than the original quantities of work, appropriate adjustments shall be made by Change Order. 15.4 The City shall have the right to approve and issue Supplemental Instructions setting forth written orders, instructions, or interpretations concerning the Contract Documents or its performance. ARTICLE 16. CONTINUING THE SERVICES Contractor shall carry on the Services and adhere to the progress schedule during all disputes or disagreements with the City, including, without limitation, disputes or disagreements concerning a request for a Change Order, the Contract Amount, the Contract Time, or Time for Completion. The Services shall not be delayed or postponed pending resolution of any disputes or disagreements. All disputes shall be resolved in accordance with Article 34 pertaining to Mediation and Arbitration of Disputes. ARTICLE 17. AUTHORITY OF THE CITY 17.1 The City Manager or his designee shall determine or answer, all questions of any nature whatsoever arising out of, under or in connection with, or in any way relating to or on account of the Services, and/or as to the interpretation of the Services to be performed. 17.2 The Contractor shall be bound by all determinations or orders of the City Manager or his designee and shall promptly respond to requests of the City Manager or his designee, including the withdrawal or modification of any previous order, and regardless of whether the Contractor agrees with the City Manager or his designee’s determination or requests. 17.3 All instructions to the Contractor shall be issued in writing. All instructions to the Contractor shall be issued through the City Manager or his designee. 17.4 The City shall have access to all areas of the Project during normal work hours, unless access is required by the City due to health, safety or welfare of the City or the public. The Contractor shall provide safe facilities for such access so the City may perform their functions under the Agreement. The City will make periodic visits to the Project areas to become generally familiar with the progress and quality of the Services, and to determine if the Services are proceeding in accordance with the Contract Documents. 17.5 The City will not be responsible for construction means, methods, techniques, sequences 11 or procedures, or for safety precautions and programs in connection with the Services, and will not be responsible for the Contractor's failure to carry out the Services in accordance with this Agreement. The City Manager or his designee will have authority to reject any Services that do not strictly conform to the Contract Document requirements. Whenever it is considered necessary or advisable to ensure the proper implementation of the Contract Documents, the City will have authority to require special inspections or testing of the Services, whether or not such Services are fabricated, installed or completed. Neither the City Manager or his designee’s authority to act under this Article, nor any decision made by the City Manager or his designee in good faith either to exercise or not to exercise such authority, shall give rise to any duty or responsibility of the City to the Contractor, any Sub-Contractor, supplier or any of their agents, employees, or any other person performing any of the Services. 17.6 The City will not be responsible for the acts or omissions of the Contractor, or anyone employed or contracted directly or indirectly by the Contractor including any Sub-Contractor, or any of their agents or employees, or any other persons performing any of the Services. ARTICLE 18. DEFECTIVE WORK 18.1 The City shall have the authority to reject or disapprove any work in connection with the Services which is found to be defective. If defective work is found, Contractor shall promptly either correct all defective work or remove such defective work and replace it with non-defective work. Contractor shall bear all direct and indirect costs of such removal or corrections including cost of testing laboratories and personnel. 18.2 Should Contractor fail or refuse to remove or correct any defective work or to make any necessary repairs in accordance with the requirements of the Contract Documents within the time indicated in writing by the City Manager or his designee, the City shall have the authority to cause the defective work to be removed or corrected, or make such repairs as may be necessary at Contractor's expense. Any expense incurred by the City in making such removals, corrections or repairs, shall be paid for out of any monies due or which may become due to Contractor. In the event of failure of Contractor to make all necessary repairs promptly and fully, which is not cured in the Cure Period, the City may declare Contractor in default. 18.3 If, within one (1) year after the date of Final Completion or such longer period of time as may be prescribed by the terms of any applicable special warranty required by the Contract Documents, or by any specific provision(s) of the Contract Documents, any of the work performed in connection with the Services is found to be defective or not in accordance with the Contract Documents, Contractor, after receipt of written notice from the City Manager or his designee shall promptly correct such defective or nonconforming work within the time specified by the City Manager or his designee, without cost to the City. Nothing contained herein shall be construed to establish a period of limitation with respect to any other obligation which Contractor might have under the Contract Documents including but not limited to any claim regarding latent defects. 18.4 Failure to reject any defective work or material shall not in any way prevent later rejection by the City when such defect is discovered, or obligate the City to final acceptance. ARTICLE 19. CORRECTION OF WORK 12 Where the City becomes aware of faults, defects or non-conformity in any of the work provided under this Agreement or with the work being performed by the Contractor, the City shall issue a Notice to Cure to the Contractor for correction. Thereafter, the Contractor shall have the Cure Period within which to cure the defective work. However, in the event the Contractor becomes aware of faults, defects or non-conforming work that presents a threat to the health, safety or welfare of residents within the City, the Contractor shall take immediate measures to cure the defective work and the 10 (ten) day Cure Period shall not apply. In no event shall the failure of the City to bring to the attention of the Contractor such faults act as a waiver or release the Contractor from responsibility or liability for such fault, defect or non-conforming work. ARTICLE 20. WARRANTY OF MATERIALS AND EQUIPMENT 20.1 Contractor warrants to the City that all materials and equipment furnished under this Agreement will be new unless otherwise specified and that all of the Services performed will be of good quality, free from faults and defects and in conformance with the Contract Documents. All equipment and materials not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by City, Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by any other provisions within the Contract Documents. 20.2 Contractor shall provide to the City all manufacturers' warranties. All warranties, expressed and/or implied, shall be given to the City for all material and equipment covered by this Agreement. All material and equipment furnished shall be fully guaranteed by the Contractor against factory defects and workmanship. At no expense to the City, the Contractor shall correct any and all apparent and latent defects that are required under applicable law. The Contract Documents may supersede the manufacturer's standard warranty. ARTICLE 21. CHANGES IN THE SERVICES OR TERMS OF CONTRACT DOCUMENTS 21.1 Without invalidating the Agreement and without notice to any Surety, the City reserves and shall have the right, from time to time to make such increases, decreases or other changes in the character or quantity of the Services as may be considered necessary or desirable to complete fully and acceptably the Project in a satisfactory manner. Any extra or additional Services within the scope of this Project must be issued in writing in accordance with the requirements of this Agreement. 21.2 Any changes to the terms of the Contract Documents must be contained in a written document, executed by the parties hereto, with the same formality and of equal dignity prior to the initiation of any Services reflecting such change. This Article shall not prohibit the issuance of Change Orders executed only by the City as hereinafter provided. ARTICLE 22. OSHA COMPLIANCE AND SAFETY PRECAUTIONS 22.1 The Contractor warrants that it will comply with all safety precautions as required by federal, state or local laws, rules, regulations and ordinances 22.2 Contractor warrants that it will adhere to the applicable environmental protection 13 guidelines for the duration of the Project. If hazardous waste materials are used, detected or generated at any time, the City Manager or his designee must be immediately notified by Contractor of each and every occurrence. The Contractor shall comply with all codes, ordinances, rules, orders and other legal requirements of public authorities (including, without limitation, OSHA, EPA, DERM, the City of Miami Gardens, Miami-Dade County, State of Florida, and Florida Building Code) which bear on the performance of the Work. 22.3 If an emergency condition should develop during any portion of Services, the Contractor must immediately notify the City Manager or his designee of each and every occurrence. The Contractor should also recommend any appropriate course(s) of action to the City. ARTICLE 23. PRIORITY OF PROVISIONS 23.1 If there is a conflict or inconsistency between any term, statement requirement, or provision of any Exhibit or Attachment hereto, any document or events referred to herein, or any document incorporated into the Contract Documents by reference and a term, statement, requirement, specifications and plans, or provision of the Contract Documents, the following order of precedence shall apply: 23.2 In the event of conflicts in the Contract Documents the order of precedence stated below shall govern. 23.2.1 Revisions and Change Orders to this Agreement 23.2.2 This Agreement, as it may be amended from time to time 23.2.3 Contractor’s Proposal to the City, attached hereto as Attachment “A” 23.2.4 Pricing terms and conditions per County of Fairfax, Virginia, Contract No. #4400001839 Where provisions of laws, codes, manufacturer’s specifications or warranties or industry standards are in conflict, the more restrictive or higher quality shall govern 23.3 In the event of conflicts with any drawings, plans and/or specifications, the priorities stated below shall govern: 23.3.1 Schedules, when identified as such shall govern over all other portions of the plans 23.3.2 Specific notes shall govern over all other notes, and all other portions of the plans, unless specifically stated otherwise 23.3.3 Larger scale drawings shall govern over smaller scale drawings 23.3.4 Figured or numerical dimensions shall govern over dimensions obtained by scaling 23.3.5 Where provisions of codes, manufacturer's specifications or industry standards are in conflict, the more restrictive or higher quality shall govern 23.4 In the event omissions in the Contract Documents are not complete as to any incidental detail of construction or construction system or with regard to the manner of combining or 14 installing equipment, parts, or materials, such detail shall be deemed to be an implied requirement of the Contract Documents. "Minor Detail" shall include the concept of substantially identical components, where the price of each such component is small. The quality and quantity of the equipment, material, or part so furnished shall conform to trade standards and be compatible with the type, composition, strength, size and profile of the equipment, materials or parts otherwise specified in the Contract Documents. ARTICLE 24. NOTICES Whenever either party desires to give written notice to the other, such must be addressed to the party for whom it is intended at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice given in accordance with the provisions of this Article. Notice shall be deemed given on the date received or within Three (3) days of mailing, if mailed through the United States Postal Service. Notice shall be deemed given on the date sent if sent via e-mail or facsimile. Notice shall be deemed given via courier/delivery service upon the initial delivery date by the courier/delivery service. For the present, the parties designate the following as the respective places for giving of notice: If to the City: Cameron Benson City Manager City of Miami Gardens 18605 NW 27th Avenue Miami Gardens, Florida 33056 Tel: (305) 622-8001 With a copy to: Sonja K. Dickens City Attorney City of Miami Gardens 18605 NW 27th Avenue Miami Gardens, Florida 33056 Tel: (305) 622-8055 If to the Contractor: Peter Van Kirk Director, Government Security Solutions Safeware-Mallory 4403 Forbes Blvd. Lanham, MD 20706 Tel: (561) 262-8343 Fax: (804) 236-0429 ARTICLE 25. INDEMNIFICATION 25.1 The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, damages, losses and expenses (including but not limited to attorney’s fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or resulting from the Contractor’s negligent acts, errors, mistakes or omissions relating to Services performed under this Agreement. The Contractor’s duty to defend, hold harmless and indemnify the City, its agents, representatives, officers, directors, officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or destruction of tangible property including loss of use resulting therefrom, caused by any negligent acts, errors, mistakes or omissions related to Services in the performance 15 of this Agreement including any person for whose acts, errors, mistakes or omissions the Contractor may be legally liable. The parties agree that TEN DOLLARS ($10.00) represents specific consideration to the Contractor for the indemnification provisions set forth in this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. 25.2 The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City’s option, any and all claims of liability and all suits and actions of every name and description covered by this Article, which may be brought against the City whether performed by Contractor, or persons employed or utilized by Contractor. 25.3 This indemnity will survive the cancellation or expiration of this Agreement. This indemnity will be interpreted under and construed to conform to the laws of the State of Florida. 25.4 Contractor shall require all Sub-Contractor agreements to include a provision that they shall indemnify the City. ARTICLE 26. INSURANCE REQUIREMENTS 26.1 Contractor shall not start to perform Services under this Agreement until it has delivered to the City certificates of insurance clearly indicating that the Contractor is in compliance with the Insurance Requirements required herein. 26.2 Contractor shall, at its sole cost and expense, during the period of any Services being performed under this Agreement, procure and maintain the following minimum insurance coverages to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents or employees, as more particularly set forth below:  Comprehensive General Liability Insurance, including broad form contractual liability coverage for all operations, including, but not limited to, contractual, products, and completed operations, personal injury and property damage liability with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000.000.00) aggregate.  Worker’s Compensation Insurance and Employer’s Liability, as required by Florida Statutes, Chapter 440.  Business Automobile Liability which shall include coverage for all owned, non- owned and hired vehicles for minimum limits of not less than One Million Dollars ($1,000,000) per occurrence.  Professional Liability (“Errors and Omissions”) insurance with minimum limits of One Million Dollars ($1,000,000.00) per occurrence. Liability insurance may be arranged by General Liability, Business Automobile Liability, and Professional Liability Insurance for the full limits required, or by a combination of underlying 16 liability policies for lesser limits with the remaining required amounts provided by an Excess or Umbrella Liability policy. The Contractor’s insurance coverage shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Contractor’s indemnification and obligations hereunder. The insurance policy(ies) shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A-Excellent. All policies shall contain a waiver of subrogation endorsement. Before any work under this Agreement is performed, and at any time upon request, Contractor shall furnish to the City certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. The City reserves the right from time to time to change the insurance coverage and limits of liability required to be maintained by Contractor hereunder. Contractor shall also require and ensure that each of its sub-contractors providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. 26.3 Contractor shall furnish copies of insurance policies pertaining to this Agreement to the City Manager or his designee within ten (10) days of written request. If the initial insurance expires prior to the completion of the Services, renewal copies of policies shall be furnished at least thirty (30) days prior to the date of their expiration. 26.4 The City reserves the right to require modifications, increases, or changes in the Insurance Requirements, and shall provide a thirty (30) day written notice thereof to the Contractor. ARTICLE 27. THE CITY’S RIGHT TO TERMINATE 27.1 The City has the right to terminate this Agreement for any reason, upon ten (10) days prior written notice to the Contractor stating the date upon which Contractor shall cease all Services under this Agreement and vacate the Project areas. Upon termination of this Agreement, all charts, sketches, studies, drawings, reports and other documents, including electronic documents, related to Services authorized under this Agreement, whether finished or not, must be turned over to the City. The Contractor shall be paid in accordance with provisions of this Agreement, provided that said documentation is turned over to the City within twenty (20) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by Contractor until all documentation is delivered to the City. 27.2 If Contractor fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Contractor shall be in default. Upon the occurrence of a default which is not cured within the Cure Period, in addition to all remedies available to it by law, the City may immediately, upon written notice to Contractor, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Contractor while Contractor was in default shall be immediately returned to the City. The City 17 may also suspend any payment or part thereof or order a work stoppage until such time as the issues concerning compliance are resolved. Contractor understands and agrees that termination of this Agreement under this Article shall not release Contractor from any obligation accruing prior to the effective date of termination. 27.3 In the event of termination due to default, in addition to the foregoing Contractor shall be liable for all costs and expenses incurred by the City in the re-procurement of the Services required under this Agreement. In the event of Default, the City may also issue a Notice to Cure and suspend or withhold payments to Contractor until such time as the actions giving rise to default have been cured. 27.4 A finding of default and subsequent termination for cause may include, without limitation, any of the following: 27.4.1 Contractor fails to obtain and deliver to the City the Insurance certificates and the Permits, for reasons other than an excusable delay, in the manner and within the time herein required. 27.4.2 Contractor fails to comply with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement beyond the specified period allowed to cure such default. 27.4.3 Contractor fails to commence the Services within the timeframes provided or contemplated herein, or fails to complete the Services in a timely manner as required by this Agreement. 27.5 Except as otherwise provided for in this Agreement, the City shall provide written notice to cure to Contractor as to a finding of default, and Contractor shall take all necessary action to cure said default within the Cure Period. The City may extend the Cure Period at its sole discretion or terminate the Agreement upon failure of the Contractor to cure such default in the specified timeframe. ARTICLE 28. CONTRACTOR'S RIGHT TO TERMINATE 28.1 The Contractor may terminate this Agreement if work is stopped for any of the reasons listed below for a period of Sixty (60) days through no act or fault of the Contractor, their agents, employees, or other persons performing any portion of the Services for the Contractor: 28.1.1 Issuance of an Order of the Court or other Public Authority having jurisdiction. 28.1.2 An act of government which results in a cessation of Services performed under this Agreement. ARTICLE 29. UNDISCLOSED LOBBYIST OR AGENT Contractor warrants that it has not employed or retained any company or person to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm any fee, commission, percentage, gift, or other consideration 18 contingent upon or resulting from the award or making of this Agreement. The City shall have the right to terminate this Agreement, without giving Contractor the opportunity to Cure, in the event of a breach of this provision. ARTICLE 30. PUBLIC ENTITY CRIMES In accordance with the Public Entity Crimes Act, Section 287.133, Florida Statutes, a person or affiliate who is a contractor, consultant or other provider, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not submit bids on leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or sub-consultant under a contract with the City, and may not transact any business with the City in excess of certain amounts provided in Section 287.017, Florida Statutes. Violation of this section by Contractor shall result in termination of this Agreement and may result in Contractor's debarment. ARTICLE 31. JESSICA LUNSFORD ACT All personnel of Contractor and their subcontractor(s) who perform any Services under this Agreement must first satisfy the requirements and conditions of the Florida Sexual Predators Act (also known as the “Jessica Lunsford Act”) under Section 775.21, F.S. when required, including background screening requirements, as provided by Florida law. ARTICLE 32. MATERIALITY AND WAIVER OF BREACH 32.1 The City and Contractor agree that each requirement, duty, and obligation set forth in these Contract Documents is substantial and important to the formation of this Agreement. 32.2 The City’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. ARTICLE 33. FORCE MAJEURE Should any party fail to perform its obligations under this Agreement due to a condition of force majeure, as that term is interpreted under Florida law, and specifically including but not limited to Acts of God, Hurricanes, Tropical Storms, fire, flood, earthquakes and the unavailability of materials, equipment or labor resulting from said events, then the time for performance of said obligation hereunder will be extended by a period reasonably commensurate with the cause of such failure to perform or cure. If the Contractor is delayed in performing any obligation under this Agreement due to a force majeure condition, the Contractor shall request a time extension from the City Manager or his designee within three (3) working days of said force majeure occurrence. Any time extension shall be subject to mutual agreement and shall not be cause for any claim by the Contractor for extra compensation unless additional services are required. Events of Force Majeure do not include acts or omissions of Sub- Contractors. 19 ARTICLE 34. MEDIATION AND ARBITRATION OF DISPUTES The merits of any dispute arising under, out of, in connection with, or in relation to this agreement, or the making or validity thereof, or its interpretation, or any breach thereof, shall be determined and settled by Arbitration before an Arbitrator in the State of Florida, pursuant to the Commercial Arbitration Rules then obtaining of the American Arbitration Association. If the parties hereto are unable to agree upon the selection of an arbitrator, such arbitration shall be held before the American Arbitration Association. Any award rendered shall be final and conclusive upon the parties hereto and a judgment thereon may be entered in the highest court of the State of Florida having jurisdiction. Before submitting a dispute to Arbitration, the parties shall first attempt to resolve the dispute amicably. In the event that the parties hereto are unable to resolve the dispute amicably, either party may give notice for a Mediation session before a Mediator appointed by mutual agreement (hereinafter the "Mediator"). If the parties are unable to agree upon the selection of a mediator, such mediation shall be held before the American Arbitration Association. The Mediator shall make a recommendation to the parties in the form of a written mediated settlement agreement. Each party to the dispute shall sign such agreement after receipt of the same or immediately file a demand for Arbitration, in which event the parties shall proceed to Arbitration in accordance with the previous paragraph. All costs of the Arbitration, including Mediation and the legal action to confirm and enforce the arbitrator's award at the administrative, judicial and/or appellate levels, as the case may be, including the reasonable legal fees of both parties shall be paid by the non-prevailing party, or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of Arbitration and Mediation as may be determined by the court on confirmation. ARTICLE 35. APPLICABLE LAW AND VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami-Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of Contractor's duties to indemnify the City under this Agreement where Contractor shall pay the City’s reasonable attorney's fees. ARTICLE 36. PERMITS AND LICENSES ("PERMITS") Except as otherwise provided within the Agreement, all permits and licenses required by federal, state or local laws, rules and regulations necessary for the prosecution of the Work undertaken by Contractor pursuant to this Agreement shall be secured and paid for by Contractor. It is Contractor's responsibility to have and maintain appropriate Certificate(s) of Competency, valid for the Work to be performed and valid for the jurisdiction in which the Work is to be performed for all persons working on the Project for whom a Certificate of Competency is required. 20 ARTICLE 37. COMPLIANCE WITH LAWS, PUBLIC RECORDS, NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY. AND AMERICANS WITH DISABILITIES ACT 37.1 Contractor shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement, including specificall y, but without limitation, where applicable, the Contract Work Hours and Safety-Standards Act, the Lead- Based Paint Poisoning Prevention Act and any other laws, ordinances and regulations made applicable to this Agreement by the Contract Documents or the source of funds. 37.2 All material submitted regarding this bid becomes the property of the City. Bids may be reviewed by any person ten (10) days after the public opening. Bidders should take special note of this as it relates to any proprietary information that might be included in their offer. Any resulting contract may be reviewed by any person after the contract has been executed by the City. The City has the right to use any or all information/material submitted in response to this bid and/or any resulting contract from same. Disqualification of a bidder does not eliminate this right. 37.3 To the extent required by law, Contractor shall comply with the public records laws in accordance with Chapter 119, Florida Statutes. Specifically, Contractor agrees to comply with Section 1 19.0701, Florida Statutes. Public records shall mean 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 by any agency, as defined in Section 1 19.01 1, Florida Statutes, as amended. The City shall make the sole determination of which records, if any, are exempt from inspection. Further, as pursuant to Section 119.0701, Florida Statutes, Contractor agrees to maintain the records until the completion of the contract. 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 CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 18605 Northwest 27th Avenue, Miami Gardens, Florida 33056. 37.4 Contractor warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractors performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 37.5 Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. ARTICLE 38. INDEPENDENT CONTRACTOR The Consultant is an independent contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render 21 the Consultant an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent contractor other than those obligations which have been or shall have been undertaken by the City. Consultant shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Consultant. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Consultant, other than those set forth in this Agreement. Consultant shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. ARTICLE 39. SUCCESSORS AND ASSIGNS 39.1 The performance of this Agreement shall not be transferred, pledged, sold, delegated or assigned, in whole or in part, by the Contractor without the express written consent of the City. It is understood that a sale of the majority of the stock or partnership shares of the Contractor, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. 39.2 The Contractor's services are unique in nature and any transference without City approval shall be cause for the City to nullify this Agreement. Any assignment without the City’s consent shall be null and void. The Contractor shall have no recourse from such cancellation. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. ARTICLE 40. CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for the Services described herein and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days written notice. ARTICLE 41. JOINT PREPARATION- INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, article, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section or Article, unless the reference is made to a particular subsection or subparagraph of such section or article. 22 ARTICLE 42. AMENDMENTS No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the City and Contractor. ARTICLE 43. SEVERABILITY In the event that any provision of this Agreement is determined by a Court of competent jurisdiction to be illegal or unenforceable, then such unenforceable or unlawful provision shall be excised from this Agreement, and the remainder of this Agreement shall continue in full force and effect. ARTICLE 44. ENTIRE AGREEMENT This Agreement, together with the Contract Documents, represent the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of any provision of this Agreement. 23 WITNESS: SAFEWARE, INC., Signature BY: Print Name Print and sign name of corp. rep. WITNESS: Signature Print Name ATTEST: CITY OF MIAMI GARDENS BY: BY: Ronetta Taylor, City Clerk Cameron Benson, City Manager APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: Sonja K. Dickens, City Attorney QUOTATION 1520368 Order Date Order Number 8/23/2017 16:18:29 Page 1 of 3 Quote Expires On 9/6/2017www.safewareinc.com 4403 Forbes Blvd. Lanham, MD 20706-4328 USA 301-683-1234 City of Miami Gardens 18605 NW 27th Avenue Miami Gardens, FL 33056 Requested By: Sgt Erik Gleason Customer ID: Miami Gardens, FL 33056 18605 NW 27th Avenue Bill To:Ship To: City of Miami Gardens 305-622-8000 89703 TakerPO Number HQ Server and Deployment lorantes@safewareinc.comLori Orantes Email Freight Terms 301-683-1200 Fax 301-683-1212 Phone Freight Paid Item ID Item DescriptionRemaining Quantities UOM Di s p . Unit Size Pricing UOM Unit PriceUnit Size Price Extended AllocatedOrdered Security 101 proposes to supply and install (4) Servers based on the configurations supplied by City of Miami Gardens Police Department and calculations from Genetec / BCD. The scope of work includes head end work only, programming existing cameras at the HQ location and installing the existing software for the Analytics software ShotStopper. Configurations for this software to be completed by others. Included as part of this proposal are professional services to install BriefCam and Genetec field support. Clarifications: - Work to be completed during regular business hours - Existing equipment is assumed to be in good working condition - Switches to be supplied and installed by others - Network to be provided by others - 110VAC to be provided by others - Security 101 to work with City of Miami Gardens PD IT Department - Licensing for the system is not included as part of this proposal and is to be provided by others Order Note: Head Ends Head End #1: Server Room Other (2) Special Part: Genetec Professional Services provided by Genetec Other (2) Special Part: Genetec BriefCam GSC-BYSN-PSD provided by Genetec Other (4) Special Part: BCD108-GN-250-D300+ provided by Genetec / BCD Notes BCDVIDEO - GENETEC SAS SERIES BCD108 1U 8 BAY SERVER (2) E5-2650V4 32GB SVR 2012 R2 5YR NBD WTY DUAL PS (2) 300GB 10K SAS DUAL SFP+ NIC Order Note: PVANKIRK1.000.00 EAEA 0.000.001.00 1.0 1.0For questions regarding this proposal QUOTATION 1520368 Order Date Order Number 8/23/2017 16:18:29 Page 2 of 3 Quote Expires On 9/6/2017www.safewareinc.com 4403 Forbes Blvd. Lanham, MD 20706-4328 USA 301-683-1234 Item ID Item DescriptionRemaining Quantities UOM Di s p . Unit Size Pricing UOM Unit PriceUnit Size Price Extended AllocatedOrdered please contact: Peter Van Kirk Safeware-Mallory Director-Government Security Solutions (M) 561-262-8343 (O) 561-400-1029 (F) 804-236-0429 (E) pvankirk@safewareinc.com SFW BCD108-GN-250-D300+4.000.00 EAEA 67,252.8616,813.224.00 List Price:USC Discount:41%Your Discount: 75.86% 69,659.27 1.0 1.0Genetec/BCD BCD108-GN-250-D300+ SFW GSC-BYSN-PSD2.000.00 EAEA 3,409.091,704.552.00 List Price:USC Discount:41%Your Discount: 58.43% 4,100.60 1.0 1.0Genetec BriefCam SFW GENETEC PROF SERV2.000.00 EAEA 14,204.557,102.272.00 List Price:USC Discount:41%Your Discount: 63.12% 19,260.40 1.0 1.0Genetec Professional Services SUBTOTAL 84,866.50Line items sub-total: SFW INSTALLATION1.000.00 EAEA 18,598.3318,598.331.00 1.0 1.0Installation Charges SFW PROGRAM LABOR1.000.00 EAEA 863.64863.641.00 List Price:USC Discount:41%Your Discount: 86.99% 6,639.69 1.0 1.0Programming Labor SFW TESTING LABOR1.000.00 EAEA 727.27727.271.00 List Price:USC Discount:41%Your Discount: 83.57% 4,426.46 1.0 1.0Testing Labor SFW SEC101 TRAINING1.000.00 EAEA 431.82431.821.00 List Price:USC Discount:41%Your Discount: 78.60% 2,017.95 1.0 1.0Training SFW SEC101 ENGINEERING1.000.00 EAEA 295.45295.451.00 List Price:USC Discount:41%Your Discount: 83.24% 1,762.71 1.0 1.0Engineering SFW SEC101 PROJ MGMT1.000.00 EAEA 284.09284.091.00 List Price:USC Discount:41%Your Discount: 83.24% 1,694.92 1.0 1.0Project Management SFW SEC101 MATERIALS1.000.00 EAEA 7,941.097,941.091.00 List Price:USC Discount:41%Your Discount:-793.93% 888.33 QUOTATION 1520368 Order Date Order Number 8/23/2017 16:18:29 Page 3 of 3 Quote Expires On 9/6/2017www.safewareinc.com 4403 Forbes Blvd. Lanham, MD 20706-4328 USA 301-683-1234 Item ID Item DescriptionRemaining Quantities UOM Di s p . Unit Size Pricing UOM Unit PriceUnit Size Price Extended AllocatedOrdered 1.0 1.0Materials US COM1.000.00 EAEA 0.000.001.00 1.0 1.0US Communities Contract Information Contract number: 4400001839 Standard freight charges for shipments within the continental US are paid. Any Hazardous material charges or expedited freight will be billed. *Agency must be registered with US Communities at www.uscommunities.org SUB-TOTAL:Total Lines:12 114,008.19 0.00TAX: 114,008.19AMOUNT DUE: Actual freight added per freight terms