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HomeMy WebLinkAboutAgreement_General_12/14/2023_Revere Control Systems VILLAGE OF TEQUESTA AGREEMENT FOR SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) SERVICES THIS AGREEMENT FOR supervisory control and data acquisition (SCADA) services is entered into and effective this I day ofD "Vo k1'^ , 2023 (the "Effective Date"),by and between the V I L L A G E O F T E Q U E S T A, a Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance with the laws of the State of Florida, hereinafter the "Village"; and Revere Control Systems, Inc., an Alabama corporation authorized to do business within the State of Florida with offices located at 2240 Rocky Ridge Road, Birmingham, AL 35216, hereinafter the "Contractor" and collectively with the Village, the "Parties". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, hereby agree as follows: 1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the Contractor shall provide supervisory control and data acquisition (SCADA) services pursuant to all applicable statutory, licensing, and Village code requirements. The Parties agree to enter into this Agreement and piggyback for the services at the unit prices described in the City of Sunrise Contract No. C 18-32-06-HR agreement, which is hereby fully incorporated into this Agreement and attached hereto as Exhibit "A". 2. COMPENSATION: In consideration for the above Scope of Services, pricing shall be pursuant to the prices provided in the City of Sunrise Contract No. C 18-32-06-HR agreement found in Exhibit "A". In consideration for the above Scope of Services and pursuant to any Exhibits, if applicable, the Village shall pay the Contractor a total amount not to exceed eighty-eight thousand two-hundred and forty dollars($88,240.00).The goods or services requested shall be delivered/performed at a time, manner, and location as determined acceptable to the Village the "Performance Date". 3. TERM; TERMINATION; NOTICE: Pursuant to the City of Sunrise Contract No. C 18-32-06-HR, the original contract term expired on May 1st, 2022. The City of Sunrise Page 1 of 8 renewed the contract through Amendment #1 and Amendment #2 to the contract, extending the term until April 30th, 2024. This Agreement may be terminated by either party upon 30 days written notice to the other party. Notice shall be considered sufficient when sent by certified mail or hand-delivered to the Parties during regular business hours at the following addresses: Village Contractor Village of Tequesta Revere Control Systems 345 Tequesta Drive Attn: President Tequesta, FL 33469 2240 Rocky Ridge Road Attn: Utilities Birmingham AL 35216 4. CHANGE ORDERS: Seller is aware that price and time are of the essence in this contract and that prompt and timely performance of all such obligations is strictly required. If conditions change that would require an increase in price, scope, or time for performance Seller must notify the Village in writing detailing the conditions that have changed and requesting a change order to the contract within 30 days prior to the performance date"Change Order Deadline". Change orders submitted after the change order deadline will not be considered. Seller shall not proceed with any change to its obligations under a change order request unless documented in a Change Order executed by both Parties. If Seller requests a change order prior to the change order deadline Village at its discretion may accept the change order as is or with modifications, deny the change order, re-advertise and re-solicit providers for the required goods or services or terminate this contract. If the Village elects to re-advertise and re-solicit the need for goods or services the Village will have 30 days "Solicitation Period" in which to accept the contemplated change order or terminate this contract. At any time after execution of this Agreement but prior to Seller's delivery of the Goods,the Village reserves the right at its discretion to change, modify, revise add, or remove any part of its order for the Goods as described by this Agreement and any Exhibits, if applicable. If any such change to the Village's order causes an increase or decrease in the cost of the Goods or causes a change in the time required for delivery of the Goods,the Village shall make an equitable adjustment in the contract price, the delivery schedule, or both. Any change to the Village's order for the Goods and any subsequent equitable adjustment to the terms of this Agreement shall be effectuated through a written Amendment to this Agreement as executed by both Parties pursuant to Section 15. of this Agreement. Page 2 of 8 5. INSURANCE: The Contractor shall provide proof of workman's compensation insurance and other required liability insurance in the amounts as specified under Exhibit A and shall name the Village as an"additional insured" on the liability portion of each insurance policy. 6. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and hold harmless the Village,its agents,servants,and employees,from and against any claim,demand, or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act, conduct, or misconduct of the Contractor, its agents, servants,or employees in the performance of services under this Agreement. Nothing contained in this provision shall be construed or interpreted as consent by the Village to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28,Florida Statutes. 7. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors, and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within thirty-six(36)months immediately preceding the date hereof. This notice is required by Section 287.133(3)(a),Florida Statutes. 8. DISCRIMINATORY VENDOR'S: In accordance with Section 287.134, Florida Statutes,an entity or affiliate who has been placed on the Discriminatory Vendor List,kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. By entering into this agreement or performing any work in furtherance hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors, and consultants who will perform hereunder, have not been placed on the discriminatory vendor lists maintained by the State of Florida Department of Management Services list. Page 3 of 8 9. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Both the Village and the Contractor agree that this Agreement is not a contract for employment and that no relationship of employee-employer or principal-agent is or shall be created hereby,nor shall hereafter exist by reason of the performance of the services herein provided. 10. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts, and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 11. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in compliance with Section 448.095,Florida Statutes, as may be amended. No later than January 1, 2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of all newly hired workers, and (2) verify that all of the Contractor's subconsultants performing the duties and obligations of this Agreement are registered with and use the E-Verify System to electronically verify the employment eligibility of all newly hired workers. The Contractor shall obtain from each of its sub-consultants an affidavit stating that the sub-consultant does not employ,contract with,or subcontract with an Unauthorized Alien,as that term is defined in Section 448.095(1)(k),Florida Statutes, as may be amended. The Contractor shall maintain a copy of any such affidavit from a sub-consultant for, at a minimum, the duration of the subcontract and any extension thereof. This provision shall not supersede any provision of this Agreement which requires a longer retention period. The Village shall terminate this Agreement if it has a good faith belief that the Contractor has knowingly violated Section 448.09(1),Florida Statutes, as may be amended. If the Contractor has a good faith belief that the Contractor's subconsultant has knowingly violated Section 448.09(1),Florida Statutes, as may be amended, the Village shall notify the Contractor to terminate its contract with the sub-consultant Page 4 of 8 and the Contractor shall immediately terminate its contract with the sub-consultant. In the event of such contract termination, the Contractor shall be liable for any additional costs incurred by the Village as a result of the termination. 12. SCRUTINIZED COMPANIES: For Contracts under $1 M, the Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes and that it is not engaged in a boycott of Israel. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over $1 M, the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it does not have business operations in Cuba or Syria, as similarly provided in Section 287.135, Florida Statutes. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been engaged in business operations in Cuba or Syria, as defined in Section 287.135,Florida Statutes. 13. ATTORNEY'S FEES: In the event, a dispute arises concerning this Agreement, the prevailing party shall be awarded attorney's fees, including fees on appeal. 14. FORCE MAJEURE: The Contractor shall not be considered in default by reason of any failure in performance under this Agreement if such failure arises out of causes reasonably beyond the control of the Contractor or its subcontractors and without their fault or negligence. Such causes include, but are not limited to: acts of God; acts of war; natural or public health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather conditions. 15. CHOICE OF LAW: VENUE: This Agreement shall be governed and construed Page 5 of 8 In accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to this Agreement. 16. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached hereto, and required insurance certificates constitute the entire Agreement between both Parties; no modifications shall be made to this Agreement unless in writing, agreed to by both Parties, and attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Village. 17. PUBLIC RECORDS: In accordance with Section 119.0701,Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services. Upon request from the Village's custodian of public records, the Contractor must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10, Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the provision of services contemplated herein are not disclosed except as authorized by law for the duration of the Agreement term,and following completion of the Agreement if the Contractor does not transfer the records to the Village. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to the Village, all public records in possession of the Contractor, or keep and maintain public records required by the Village. If the Contractor transfers all public records to the Village upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Village,upon request from the Village's custodian of public records,in a format that is compatible with the Village's information technology systems. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE Page 6 of 8 CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT lmcwilliams(djeguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. 18. HEADINGS: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting, or enforcing this Agreement. 19. SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 20. WAIVER: No waiver by the Village of any provision of this Agreement shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the Contractor of the same, or any other provision or the enforcement hereof. The Village's consent to or approval of any act requiring the Village's consent or approval of any act by the Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to or approval of any subsequent consent or approval of, whether or not similar to the act so consented or approved. 21. ENTIRE AGREEMENT: This eight-page Agreement constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modification is in writing, agreed to by both parties, and attached hereto as an addendum to this Agreement. 22. AUTHORITY TO OBLIGATE: Each person signing this agreement on behalf of either Party individually warrants that he or she has the full legal power to execute this agreement on behalf of the Party for whom he or she is signing and bind and obligate such party with respect to all provisions contained in this agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. Page 7 of 8 WITNESSES: REVERE CONTROL SYSTEM, INC. - � : SEA - us-. I980(Cor Z* Seal) ,YjjM) E OF TEQUESTA ATTEST: By:Many oung,Ma r LA�t. al) Lori Lon McWilliams, MMC Village Clerk >..,NCORPpBA�ED aw "'�,,,, OF "00 Page 8 of 8 isREVERE Water SCADA Radio Network Replacement Village of Tequesta, Florida EXHIBIT A November 2,2023 Ms.Marjorie Craig,PE Director,Utilities Department Village of Tequesta 345 Tequesta Drive Tequesta,Florida 33469 Reference: Water SCADA Radio Network Replacement Village of Tequesta Based on Piggyback Contract for the City of Sunrise Dear Ms.Craig. Revere Control Systems,Inc. is pleased to submit a proposal to replace the Village of Tequesta's Water SCADA Radio Network based on a Piggyback Contract with the City of Sunrise,Florida. This work will be implemented by Advantage Communications,Inc. (ACI)as a subcontractor to Revere Control Systems,Inc. Advantage Communications,Inc.will provide the following services and equipment: • RF Consulting/ FCC Radio Station Licensing for up to fifteen (15) RTUs and Master Radio Stations. Frequency coordination fees and FCC Construction Notification filing valid for ten(10)years. • Fifteen(15)4RF SCADA Radios including two (2)Master Radios,two(2)spare radios and eleven(11) RTU radios • Provision and Installation of One(1)Master Radio Station Antenna System including the following. o High Performance Telewave ANT2201`6 220 MHz Omnidirectional Antenna 0 3 Ft Standoff Heavy Duty Wall Mount o One(1)25 Ft Coaxial Cable with RF Cable Port 0 6 dBd Gain 220 MHz Omni Antenna and Wall Mount 3 Ft Standoff, Heavy Duty Galvanized Steel with 5/8"Wall Anchors o Removal of Existing 900 MHz Antenna and Mast Bracket o Rental of 80 Ft Man Lift • Provision and Installation of Eleven(11) RTU Radio and Antennas including the following. o High Quality PC Tel 150 MPH wind speed survival rating,Yagi antenna o Replacement of up to two (2) coaxial transmission lines if required based on testing results o Replacement of existing antenna safely reachable via ladder. Rental of a man lift is outside the scope of work and the associated costs will require a change order. • Fourteen(14) Polyphaser Coaxial Surge Protector,Part No. IS-B50LN-C2 Revere Control Systems, Inc. will provide Project Management support for coordination and administrative tasks associated with the Water SCADA Radio Network Replacement. Water SCADA Radio Network Replacement $ 88,240.00 Commercial Terms • This proposal is based on the City of Sunrise Contract No.C 18-32-06-HR with Revere Control Systems, Inc. • Subcontractor Services (ACI) _$72,500.00*20%Markup = $87,000.00 • Revere Services(Project Management-8 Hours at$155.00 per hour) _ $1,240.00 • This proposal is valid for thirty(30) days from the date of the proposal. Respectfully Submitted, Na wJchns&w Nan Johnson,PMP Vice President of Municipal Systems Revere Control Systems,Inc. Phone: 205.271.9806 njohnson�,..rcv-crecontrol.com Revere Control Systems, Inc. // 5201 Princeton Way // Hoover, AL 35226 // 205.824.0004 /! reverecontrol.com Finance&Ad in1n s®1l1Ce5 MAR 2 6 2019 STANDARD CONTRACT NO. C 18-32-06-HR BETWEEN THE CITY OF SUNRISE, FLORIDA Rew AND REVERE CONTROL SYSTEMS, INC. Wed THIS CONTRACT between the City of Sunrise, a municipal corporation of the State of Florida whose address is 10770 West Oakland Park Boulevard, Sunrise, Florida, 33351 (hereinafter referred to as"the City")and Revere Control Systems, Inc. a Corporation authorized to do business in the State of Florida, (hereinafter referred to as the "Contractor"), whose address is 2240 Rocky Ridge Road, Birmingham, AL 35216 and whose Federal Identification Number is 63-0794615, incorporates RFP No.1 8-07-06-HR and Contractor's Proposal as if fully set forth herein. In consideration of the mutual terms and promises set forth below, the City and the Contractor agree as follows: 1. Services The Contractor's responsibility under this Contract is for Supervisory Control and Data Acquisition (SCADA) Services as set forth in this Contract and as further stated below in the Scope of Service section or as attached hereto in Exhibit 'A" which is attached and made a part of this Contract. The City's representative during the performance of this Contract shall be Jerry Zitterman telephone number (863)255-1619 or designee. The Contractor's representative during the performance of this Contract shall be Allan Miller, telephone number (954) 888-6050, or designee. 2. Payments The Contractor will bill the City at the completion of each job for Services rendered toward the completion of the work defined herein at the rates listed in Exhibit "B."The Contractor shall submit invoices to: City of Sunrise Attn: Accounts Payable Dept. 10770 West Oakland Park Blvd. Sunrise, FL 33351 Invoices received from the Contractor pursuant to this Contract will be reviewed and approved by the City's representative, indicating that Services have been rendered in conformity with the Contract and then will be sent to the Finance and Administrative Services Department for payment. Following the City representative's approval, invoice payments will be made by the City in accordance with Florida Prompt Payment Act, Florida Statutes Section 218.70. Final Invoice: In order for both parties herein to close their books and records, the Contractor will clearly state "final invoice" on the Contractor's final/last billing to the City. This certifies that all Services have been properly performed and all charges and costs have been invoiced to the City. Since this account will thereupon be closed, any and other further charges, if not properly included on this final invoice, or which are in excess of the not to exceed amount, are waived by the Contractor. r Revised 12/28/18 Contractor Initials NT City Initials ____ Page 1 3. Initial Contract Period and Contract Renewal The initial Contract period shall be for three (3) years, commencing on May 1 , 2019. In addition, contingent upon Budget approval, the City reserves the right, but not the obligation, to renew the Contract for three (3) additional one (1) year periods, under the same terms, conditions and specifications, by written notification to the Contractor by the Procurement Manager. In the event the Services are scheduled to end either by Contract expiration or by termination by the City of Sunrise, the City in its sole discretion may require the Contractor to continue the Services until new services can be completely operational. The City Manager, or designee, may extend the Contract for a period not to exceed six (6) months subject to the same terms and conditions set forth in the initial Contract. The Contractor will be reimbursed for Services at the rate in effect when this transitional period clause is invoked by the City. Any additional extensions shall be subject to City Commission approval. 4. Access and Audits The Contractor shall maintain adequate records related to all charges, expenses, and costs incurred in estimating and performing the work for at least three (3) years after completion of this Contract. The City shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the Contractor's place of business. 5. Truth-In-Negotiation Certificate Signature of this Contract by the Contractor shall also act as the execution of a truth-in-negotiation certificate certifying that the wage rates, overhead charges, and other costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged the Contractor's most favored customer for the same or substantially similar services. The said rates and costs shall be adjusted to exclude any significant sums should the City determine that the rates and costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate presentation of fees paid to outside Contractors. The City shall exercise its rights under this clause within three (3) years following final payment. 6. Insurance Requirements 6.1 Contractor agrees at its sole expense to maintain on a primary basis, non- contributory basis during the life of this Contract the following insurance coverages, limits, including endorsements described herein. The requirements contained herein, as well as City's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under the Contract. 6.2 Commercial General Liability. Contractor agrees to maintain Commercial General Liability at a limit of liability not less than $1,000,000.00 Each Occurrence, $2,000,000 Annual Aggregate. Contractor agrees its coverage shall not contain any restrictive endorsement(s) excluding or limiting Product/Completed Operations, Independent Contractors, Broad Form Property Damage, X-C-U Coverage, Contractual Liability or Separation of Insureds. Revised 12/28/18 Contractor Initials NJ- City Initials Page 2 6.3 Additional Insured Endorsement. Contractor agrees to endorse the City as an Additional Insured on the Commercial General Liability with the following, or similar endorsement providing equal or broader Additional Insured coverage, the CG 20 26 07 04, or CG 20 26 04 13, Additional Insured — Designated Person or Organization endorsement; or the CG 20 10 07 04, or CG 20 10 04 13, Additional Insured — Owners, Lessees, or Contractors endorsement, including the additional endorsement of GC 20 37 07 04, or GC 20 04 13, Additional Insured — Owners, Lessees, or Contractors Completed Operations. The name of the organization endorsed as Additional Insured for all endorsements shall read "City of Sunrise". 6.4 Business Automobile Liability. Contractor agrees to maintain Business Automobile Liability at a limit of liability not less than $1,000,000 Each Occurrence. Coverage shall include liability for Owned, Non-Owned & Hired automobiles. In the event Contractor does not own automobiles, Contractor agrees to maintain coverage for Hired & Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. 6.5 Worker's Compensation Insurance & Employers Liability Contractor agrees to maintain Worker's Compensation Insurance & Employers Liability in accordance with Florida Statutes Chapter 440. 6.6 Waiver of Subrogation. Contractor agrees by entering into Contract to a Waiver of Subrogation for each required policy herein. When required by the insurer, or should a policy condition not permit Contractor to enter into a pre-loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition specifically prohibiting such an endorsement, or voids coverage should Contractor enter into such an agreement on a pre-loss basis. 6.7 Certificate(s) of Insurance. Contractor agrees to provide City a Certificate of Insurance evidencing that all coverages, limits and endorsements required herein are maintained and in full force and effect, and Certificates of Insurance shall provide a minimum thirty (30) day endeavor to notify, when a manuscript notice endorsement is available by Contractor's insurer. If the Contractor receives a non-renewal or cancellation notice from an insurance carrier affording coverage required herein, or receives notice that coverage no longer complies with the insurance requirements herein, Contractor agrees to notify the City by fax or email within five (5) business days with a copy of the non-renewal or cancellation notice, or written specifics as to which coverage is no longer in compliance. The Certificate Holder(s) address shall read: Original to: Copy to: City of Sunrise City of Sunrise Attn: Procurement Manager Attn: Risk Manager Purchasing Office Risk Management Division 10770 West Oakland Park Blvd. 10770 W. Oakland Park Blvd. Sunrise, Florida 33351 Sunrise, FL 33351 purchasing sunrisefl.gov riskmana ement nrisefl. ov Revised 12/28/18 Contractor Initials t1z City Initials Page 3 Fax (954) 578-4809 6.8 Umbrella or Excess Liability. Contractor may satisfy the minimum liability limits required above for Commercial General Liability or Business Auto Liability under an Umbrella or Excess Liability policy. There is no minimum Per Occurrence limit of liability under the Umbrella or Excess Liability; however, the Annual Aggregate limit shall not be less than the highest "Each Occurrence" limit for either Commercial General Liability or Business Auto Liability. Contractor agrees to endorse City as an "Additional Insured" on the Umbrella or Excess Liability, unless the Certificate of Insurance states the Umbrella or Excess Liability provides coverage on a "Follow-Form" basis. 6.9 Right to Revise or Reject. City reserves the right, but not the obligation, to revise any insurance requirement, not limited to limits, coverages and endorsements, or to reject any insurance policies which fail to meet the criteria stated herein. Additionally, City reserves the right, but not the obligation, to review and reject any insurer providing coverage due to its poor financial condition or failure to operate legally. 6.10 Cyber and Privacy Liability Insurance. Contractor agrees to maintain Cyber and Privacy Liability Insurance at a limit of liability not less than $5,000,000 Per Claim $5,000,000 Annual Aggregate, or a $5,000,000 Combined Single Limit. For policies written on a "Claims-Made" basis, Respondent agrees to maintain a Retroactive Date prior to or equal to the effective date of any resulting contract. In the event the policy is cancelled, non-renewed, switched to an Occurrence Form, retroactive date advanced, or any other event triggering the right to purchase a Supplemental Extended Reporting Period (SERP) during the life of any resulting contract, Contractor agrees to purchase a SERP with a minimum reporting period not less than two (2)years. The requirement to purchase a SERP shall not relieve Contractor of the obligation to provide replacement coverage. 6.11 Professional Errors & Omissions (E&O) Liability Insurance. Contractor agrees to maintain Professional E&O Liability Insurance at a limit of liability not less than $5,000,000 Per Claim $5,000,000 Annual Aggregate, or a $5,000,000 Combined Single Limit. For policies written on a "Claims-Made" basis, Respondent agrees to maintain a Retroactive Date prior to or equal to the effective date of any resulting contract. In the event the policy is cancelled, non-renewed, switched to an Occurrence Form, retroactive date advanced, or any other event triggering the right to purchase a Supplemental Extended Reporting Period (SERP) during the life of any resulting contract, Contractor agrees to purchase a SERP with a minimum reporting period not less than two (2) years. The requirement to purchase a SERP shall not relieve Contractor of the obligation to provide replacement coverage. 7. Performance and Payment Bond Not Applicable to this solicitation. 8. Termination for Governmental Non-Appropriations The City is a bona fide governmental entity of the State of Florida with a fiscal year ending on September 30 of each calendar year. If the City does not appropriate sufficient funds to purchase the Services or quantities required under this Contract for any of the City's fiscal years subsequent to the one in which the Contract is executed and entered into, then this Contract shall be terminated Revised 12/28/18 Contractor Initials K3T City Initials Page 4 effective upon expiration of the fiscal year in which sufficient funds to continue satisfaction of the City's obligation under this Contract were last appropriated by the City and the City shall not, in this sole event be obligated to make any further purchases beyond said fiscal year. 9. Termination for Cause This Contract may be terminated by either party upon three (3) calendar days' written notice to the other party, should such other party fail substantially to perform in accordance with the material terms of the Contract through no fault of the party initiating the termination. In the event the Contractor abandons this Contract or causes it to be terminated by the City, the Contractor shall indemnify the City against any loss pertaining to this termination. In the event that the Contractor is terminated by the City for cause and it is subsequently determined by a court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a termination for convenience under Section 10. and the provisions of Section 10. shall govern. 10. Termination for Convenience This Contract may be terminated by the City without cause upon thirty (30) days' written notice to the Contractor. In the event of such a termination without cause, the Contractor shall be compensated for all Services completed and accepted by the City's representative as authorized herein, together with reimbursable expenses incurred. In such event, the Contractor shall promptly submit its invoice for final payment and reimbursement under the terms of this Contract to the City. 11. Indemnification To the fullest extent permitted by law, the Contractor agrees to indemnify, defend and hold harmless the City of Sunrise, its officers, agents, volunteers, and employees from and against all claims, damages, losses, and expenses, including but not limited to attorneys' fees, court costs, or other alternative dispute resolution costs arising out of or resulting from the performance of Services under this Contract; provided that any such claims, damages, losses or expenses are attributable to bodily injury, sickness, disease, death, or personal injury, or property damage; but only to the extent caused in whole or in part by the negligent acts, errors, or omissions of the Contractor, Contractor's subcontractor(s), or anyone directly or indirectly employed or hired by Contractor or anyone for whose acts Contractor may be liable, REGARDLESS OF WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY THE NEGLIGENT ACTS, ERRORS,OR OMISSIONS OF THE CITY OF SUNRISE, ITS OFFICERS, AGENTS, VOLUNTEERS, OR EMPLOYEES, UNLESS SUCH NEGLIGENT ACTS, ERRORS, OR OMISSIONS CONSTITUTE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, The City of Sunrise reserves the right, but not the obligation,to participate in the defense without relieving Contractor of any obligation hereunder. Contractor agrees this indemnity obligation shall survive the completion or termination of the Contract. 12. Independent Contractor The Contractor is an independent contractor under this Contract. Personal services provided by the Contractor shall be by employees of the Contractor who are subject to supervision by the Contractor, and who shall not be officers, employees, or agents of the City. Personnel policies, tax responsibilities, purchasing policies and other similar administrative procedures applicable to Services rendered under this Contract shall be those of the Contractor. 13. Authority to Practice The Contractor hereby represents and warrants that it has and will ccm e to maintain all licenses Revised 12/28/18 Contractor Initials NS City Initials - Page 5 and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the City's representative upon request. 14. Severability If any term or provision of this Contract or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such terms or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. 15. Governing Law/JurisdictionNenue This Contact shall be construed in accordance with and governed by the law of the State of Florida. Venue for any action arising out of or relating to this Contract shall lie in Broward County, Florida. Both parties hereby agree to waive a jury trial and will proceed to a trial by judge, if necessary. Except as set forth in paragraph 9 and 11, each party will be responsible for their own attorneys' fees and costs. 16. Successors and Assigns The City and Contractor bind themselves, their successors, assigns and legal representatives to the other party hereto and to successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in this Contract. The Contractor shall not assign this Contract without written consent of the City. 17. Subcontracting The City reserves the right to accept the use of a subcontractor, or to reject the selection of a particular subcontractor, and to inspect all facilities of any subcontractors in order to make a determination as to the capability of the subcontractor to perform properly under this Contract. If a subcontractor fails to perform or make progress, as required by this Contract, and it is necessary to replace the subcontractor to complete the service in a timely fashion, the Contractor shall promptly do so, subject to acceptance of the new subcontractor by the City. 18. Conflict of Interest The Contractor represents that it presently has no interest and shall acquire no interest, either directly or indirectly, which would conflict in any manner with the performance of Services required hereunder, as provided for in Section 112.311, Florida Statutes. The Contractor further represents that no person having any such interest shall be employed for said performance. 19. Contingent Fees The Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Contract and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract. 20. Nondiscrimination The Contractor warrants and represents that all of its employees are treated equally during Revised 12/28/18 Contractor Initials City Initials Page 6 employment without regard to race, color, national origin, sex, gender identify, sexual orientation, age, disability/handicap, religion, family or income status. 21. Public Entity Crimes As provided in Sections 287.132 and 287.133, Florida Statutes, by entering into this Contract or performing any work or Services in furtherance hereof, the Contractor certifies that it, its affiliates, contractors, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the 36 months immediately preceding the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes. 22. Modifications of Work If the City requires miscellaneous additional work, Services or materials not delineated in the Contractor's Proposal but within the general Scope of Service, the Contractor shall submit a detailed written proposal to the authorized City representative. If the proposal is approved, the Contractor shall receive authorization to proceed by receipt of a purchase order incorporating the Contractor's proposal. The City reserves the right to make changes in the Scope of Service, including alterations, reductions therein or additions thereto. Upon receipt by the Contractor of the City's notification of a contemplated change, the Contractor shall, in writing: (1) provide a detailed estimate for the increase or decrease in cost due to the contemplated change, (2) notify the City of any estimated change in the completion date, and (3) advise the City if the contemplated change shall affect the Contractor's ability to meet the completion dates or schedules of this Contract. The parties agree to negotiate in good faith changes in the Scope of Service that may occur. If the City so instructs in writing, the Contractor shall suspend work on that portion of the Scope of Service affected by a contemplated change, pending the City's decision to proceed with the change. If the City elects to make the change, the City shall initiate a Contract Amendment and the Contractor shall not commence work on any such change until such written amendment is signed by the Contractor and approved and executed by the City's representative and Procurement Manager. 23. Notice All written notices required in this Contract shall be sent by hand delivery, overnight mail, or certified mail, return receipt requested, and if sent to the City, shall be mailed to: Procurement Manager City of Sunrise 10770 West Oakland Park Blvd. Sunrise, FL 33351 cc: City Attorney City of Sunrise 10770 West Oakland Park Blvd. Sunrise, FL 33351 If sent to the Contractor, shall be mailed to: Revised 12/28/18 Contractor Initials NS City Initials Page 7 Revere Control Systems Attn: President 2240 Rocky Ridge Road Birmingham AL 35216 24. No Damages for Delay The Contractor shall not be entitled to any claim for damages including, but not limited to, loss of profits, loss of use, home office overhead expenses, equipment rental and similar costs, on account of delays in the progress of the Services from any cause whatsoever including an act or neglect of the City, adverse weather conditions, and act of God, strike, war or national disaster or emergency, unusual delay in deliveries, unusual delay in procuring permits, differing site conditions, unavoidable casualties or other causes beyond the Contractor's control, or by delay authorized by the City, or by other causes which the Contractor determines may justify delay. The Contractor's sole recovery and sole remedy for any such delay shall be a reasonable extension of time and a revision to the schedule as determined by the City. However, additional costs to the Contractor or delays in the Contractor's performance caused by improperly timed activities shall not be the basis for granting a time extension. If the Contractor wishes to make a claim for an increase in time of performance, written notice of such claim shall be made to the City within ten (10) working days after the occurrence of the event, or the first appearance of the condition giving rise to such claim. The City's representative shall determine whether or not the Contractor is entitled to a time extension for the delay. The failure of the Contractor to give such notice shall constitute a waiver of any claim under this section. 25. Public Records Law The Contractor shall comply with all applicable requirements contained in the Florida Public Records Law (Chapter 119, Florida Statutes), including but not limited to any applicable provisions in Section 119.0701, Florida Statutes. To the extent that the Contractor and this Contract are subject to the requirements in Section 119.0701, Florida Statutes, the Contractor shall: (a) keep and maintain public records required by the City to perform the Services provided hereunder; (b) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow public records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law for the duration of the term of this Contract and following completion of this Contract if the Contractor does not transfer the records to the City; and (d) upon completion of the Contract, transfer, at no cost, to the City all public records in the possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. If the Contractor fails to comply with the requirements in this Section 25, the City may enforce these provisions in accordance with the terms of this Contract. If the Contractor fails to provide the public records to the City within a reasonable time, it may be subject to penalties under Section 119.10, Florida Statutes. Revised 12/28/18 Contractor Initials rl City Initials Page 8 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, THE CONTRACTOR SHOULD CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS: THE CITY CLERK, FELICIA M. BRAVO, BY TELEPHONE (954/746- 3333), E-MAIL (CITYCLERKC&,SUNRISEFL.GOV), OR MAIL (CITY OF SUNRISE, OFFICE OF THE CITY CLERK, 10770 WEST OAKLAND PARK BOULEVARD, SUNRISE, FLORIDA 33351). 26. Entirety of Contract The City and the Contractor agree that this Contract sets forth the entire Contract between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto with the same formality as this Contract. Any alteration of the terms and conditions of this Contract must be contained in the Deviation Page after approval by the City Attorney and executed by the Contractor and City to be binding. 27. Discriminatory Vendor List Pursuant to Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. By execution of this Contract, Contractor represents that it has not been placed on the discriminatory vendor list as provided in Section 287.134, Florida Statutes. 28. Scrutinized Companies Pursuant to Section 287.135, Florida Statutes, Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes and that it is not engaged in a boycott of Israel. Pursuant to Section 287.135, in the event the Contract is for one million dollars or more, Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes; and Contractor further certifies that it is not engaged in business operations in Cuba or Syria. Pursuant to Section 287.135, Florida Statutes, City may, at the option of the City Commission, terminate this Contract if Contractor is found to have submitted a false certification as provided under subsection 287.135(5), Florida Statutes; has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel; has been placed on the Scrutinized Revised 12/28/18 Contractor Initials ____iLT__ _ City Initials �_ - Page 9 Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; or has been engaged in business operations in Cuba or Syria. 29. Order of Precedence In the event the terms of this Contract conflict with the City's RFP or Contractor's Proposal, the conflict shall be resolved by giving the documents the following order of priority: this Contract, the City's RFP, and Contractor's Proposal. 30. Electronic Recordkeeping Contractor certifies their services and products meet all recordkeeping requirements of the State of Florida, including but not limited to those in Chapter 119, Florida Statutes and Rule 1 B- 26.003(6)(g), Florida Administrative Code. 31. ADA Compliance Contractor shall ensure that the System is fully accessible and compliant with the American with Disabilities Act, 42 U.S.C. § 12101, Section 504 of the Rehabilitation Act of 1973, and any related federal, state, or local laws, rules, and regulations, and that the System meets or exceeds the World Wide Web Consortium/Web Content Accessibility Guidelines (WCAG) 2.0 Level AA standard or any higher standard as may be adopted by the International Organization for Standardization. Upon request, Contractor will provide the City with any accessibility testing results and written documentation verifying accessibility, as well as promptly respond to and resolve accessibility complaints. 32. Compliance with Laws Contractor and the Services must comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations including, without limitation, American with Disabilities Act, 42 U.S.C. § 12101 , Section 504 of the Rehabilitation Act of 1973, and any related federal, state, or local laws, rules, and regulations. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK AND SIGNATURES FOLLOW ON ATTACHED PAGE] Revised 12/28/18 Contractor Initials N.i City Initials Page 10 IN WITNESS WHEREOF, the Procurement Manager, authorized to execute same by City Commission, has made and executed this Contract on behalf of the City the day and year below written and Contractor has hereunto set its hand the day and year below written. CITY OF SUNRISE By: Print- ohn Curran Title: Acting Procurement Manager Date: /r1 �lt Approved as to form and legal sufficiency for the City: By: Kimberly A. Kissl City Attorney CONTRACTOR ev-rc. Ce,�N 61 W6—e A Print Contractor N me Above By: �6 &-,r. ��M Witness Title: �Lcc �res,�et�� u� SfYtt,n:c;.nc1. S �vr,S Date: 3 yi Revised 12/28/18 Contractor Initials_ NX City Initials __. �=`� _ Page 11 EXHIBIT "A" SCOPE OF SERVICES Contractor will provide complete, comprehensive turnkey services including calibration, configuration, maintenance, enhancements, repair and replacements, diagnostics, administration of an existing preventative maintenance program including but not limited to repair and replacements, programming, upgrades, documentation and training for all systems and software as defined herein. Time, system reliability, and functionality are of the essence. The purpose of this contract is to ensure continuous and reliable operation of the system and all components and to meet all regulatory requirements. 1.1 SYSTEM COVERAGE Service shall include, but shall not be limited to, the following City of Sunrise facilities: • Springtree Water Treatment Plant SCADA • Springtree Wastewater Treatment Plant SCADA • Springtree Raw Water Wells • Springtree RO/ASR Well • Sawgrass Water Treatment Plant SCADA • Sawgrass Wastewater Treatment Plant SCADA • Sawgrass Raw Water Wells • Sawgrass Injection Wells • Sawgrass Concentrate Well • City Lift Station and High Service Re-Pump Station SCADA • Southwest Water Plant • Southwest Wastewater Plant • Southwest Raw Water Wells • Park City Waste Re-Pump Station • Weston Re-pump Station • Computerized Maintenance Management System (CMMS) • Floridan and Biscayne Aquifer Production Wells • Pump Station Components and Facilities • Gas Department Field Equipment Locations • All Other Gas and Utility Components and Facilities Some technology components related to the above facilities include, but are not limited to: • Server and client computers • Windows Server 2012 and 2008 Rack Mounted servers • MS Access and SQL Server databases • Cimplicity HMI (GE Process Control Software) • GE 90-70 PLC, GE 90-30, GE Versamax PLC, RX3i PLC and Allen Bradley PLC and related programming software Revised 12/28/18 Contractor Initials tJ-X City Initials Page 12 • Routers, network hubs, bridges and switches linked through fiber optic and twisted pair cables • Microwave Data Systems (MDS) spread spectrum radios and diagnostic software • Application software • Field instruments • Local Panel Control • Variable Frequency Drive Systems • SCADA system is network integrated with City Network. 1.2 SYSTEM ADMINISTRATION SERVICES • Network maintenance and interfacing. • Support for operating systems; set up domains, groups, users, privileges, security and networking, clustering, remote access services and licensing. • Routine backup and archive procedure to recordable CD, SANS NAS or USB Drives. • Hard drives and Redundant Array of Independent Drives (RAID) system maintenance and anti virus definition updates. • Monitoring of system performance. 1.3 DATABASE ADMINISTRATION SERVICES • Software support for MS Access and MS SQL, as required. • Database configuration, set up and development, as required. • Information roll over procedures, as required. 1.4 SOFTWARE MAINTENANCE, UPDATE AND MODIFICATION SERVICES • Diagnostic and troubleshooting support for existing software. • Support to accommodate system additions, such as adding a new lift station to SCADA. • Changes and modifications to the following: o Cimplicity HMI (e.g., adding devices, screens, alarms, etc.) o Teledac Win 911 modifications o Insight radio monitoring software o Alarm Management System o Historical Data Analyzer o All existing software and applications 1.5 SYSTEM UPGRADE SERVICES • Support for upgrading any existing software to new manufacturer release versions. 1.6 PLC SOFTWARE • PLC programming support shall be provided including any on-line/off-line troubleshoot/diagnostic and modification. Any changes shall be documented. Revised 12l28118 Contractor Initials__h5____ City Initials _____� 4 Page 13 1.7 RADIO COMMUNICATION • Support to troubleshoot and perform diagnostics on the MDS base radio telemetry system • Support to add and configure new devices 1.8 FIELD INSTRUMENTATION • Troubleshooting, diagnostic, calibration and repair services 1.9 REMOTE SYSTEM SUPPORT • Remote access for system diagnostics and correction. Network connection will not be a continuous, full-time feature, but will be effected only upon request. 1.10 EMERGENCY SUPPORT • Telephone assistance services with qualified personnel shall be available to assist City staff. • Communication via e-mail shall be available. • Professional emergency support shall be required in a timely manner. • Technician shall be required on site within four (4) hours to eight (8) hours after notification. Revised 12/28/18 Contractor Initials City Initials Page 14 EXHIBIT "B" PRICING Project Manager $155.00/Hour System/Database Administrator $140.00/Hour System Engineer $140.00/Hour Communications Engineer $140.00/Hour Control System Technician $100.00/Hour Materials/Equipment Markup: 20% Over Cost Per Hour cost starts when contractor is "on-site" ready to work. Travel costs and per diem shall be paid for in accordance with the City of Sunrise Code for a Category 3 employee. Materials/Equipment quotes shall be proposed to the City of Sunrise for review prior to purchase. The City reserves the right to procure and provide the materials to the contractor when it is cost effective for the City and does not interfere with work progress. Any state or federal taxes or fees incurred during this contract may be submitted for payment. Revised 12/26/18 Contractor Initials City Initials Page 15