HomeMy WebLinkAboutR-2024-179 Utility Solutions Automation (USA) Implementation of Advanced Metering Infrastructure SystemRESOLUTION NO. 2021- i-i(,,
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH. FLORIDA. AWARDING REQUEST FOR PROPOSAL NO. 24-014
AND AUTHORIZING THE PURCHASE AND IMPLEMENTATION OF A
SMART WATER METER / ADVANCED METERING INFRASTRUCTURE
(AMI) SYSTEM FROM UTILITY SOLUTIONS AND AUTOMATION (USA):
PROVIDING FOR FUNDING: PROVIDING FOR CONFLICTS: FURTHER.
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS. the Finance Department has identified the need to implement a
comprehensive Smart Water Meter / Advanced Metering Infrastructure (AMI) System; and
WHEREAS, on June 19,2024. the Citv issued Request lor Proposals (RFP) No. 24-014
for Advanced Metering lnfrastructure (AMI) Integration and received qualified proposals fiom six
(6) respondents: and
WHEREAS, on September 4, 2024, the Evaluation Committee, comprised of the Public
Services Utilities Operations Manager. the Finance Utitity Billing and Customer Serv'ice
Supervisor. and Chief Financial Oflicer. along with the City's project consultant Quanta
Technologl. LLC ("Quanta"). met to evaluate and rank all responsive proposals and determined
that the following three (3) respondents would be invited to conduct in-person presentations:
. Utility Solutions & Automation
o Core and Main LP
o Fortiline Waterworks: and
WHEREAS, on September 19,2024, the Evaluation Committee met to finalize their
recommendation. and based on both their written RFP response and in-person presentation. Utilit)'
Solutions & Automation (USA) was determined to be the most responsive and responsible
proposer; and
WHEREAS, the City Administration and Quanta have negotiated a final agreement with
USA providing fbr the purchase of all necessary hardware. initial implementation of the system.
ongoing Network as a Sen,ice (NaaS) and Software as a Service (SaaS), and the Guaranteed Read
Program. providing tbr monthly maintenance of the entire system and all meter pits: and
WHEREAS, the City Administration recommends that the Citv Commission award RFP
24-014 to USA in the amount ofThree Million Four Hundred Seventeen Thousand Five Hundred
Eighty Three Dotlars ($3.417,583.00) plus additional proiect Contingency funding in the amount
of Two Hundred Fifty Thousand Dollars ($250,000.00) funded by a combination of American
Rescue Plan Act (ARPA) funding and Water and Sewer Fund resenes.
NOW, THERf,FORE, BE IT RESOLVED BY THE CITY COMMISSTON OF THE
CITY OF DANIA BEACH, FLORIDA:
Section l. That the foregoing "Whereas" clauses are ratified and confirmed to be true
and correct. and they are made a part ofand are incorporated into this Resolution bv this reference.
Section 2. That the proper City otlcials are authorized to execute an Agreement with
USA tbr the purchase and implementation a Smart Water Meter / Advanced Metering
lnfrastructure (AMI) System in the amount ol Three Million Four Hundred Seventeen Thousand
Five Hundred Eighty Three Dollars ($3,417,583.00) plus additional project Contingency funding
in the amount of Tw'o Hundred Fift1 Thousand Dollars ($250.000.00). which Agreement is made
a part oland incorporated into this Resolution by this reference as Exhibit -A".
Section 3. That the total project tunding amount shall be appropriated in the Water and
Sewer Fund as fbllows:
Revenues:
Water Fund ARPA Funding $ I ,500,000
Appropriated Net Assets 333,792
Sewer Fund ARPA Funding $ I.500,000
Appropriated Net Assets 333.791
Total Revenues: S 1.667.58i
Expenses:
Water Fund-Finance
Sewer Fund-Finance
Infrastructure (63-10)
Infiastructure (63-10)
s l.833,792
I,833.791
Total Expenditures: $ 3.667.583
Section ,1. That the City will have annual recurring costs beginning in year one lunded
equally between the Water and Sewer Funds from the project tund and appropriated in the annual
budget, as follows:
Network/Communications f'ees for endpoints $ 56.401 .80
Guaranteed Read Program $ 59,436.00
s l 15.8i7.80
2
Total recurring costs:
RESOLUTTON f2021- I -l''1
Section 5. That the unit pricing provided by USA is firm. however actual costs may
fluctuate due to the assumplions made about the current state of the City's meters and utility system
and ifactual costs exceed the funding authorization. the City Manager is authorized to approve use
of the project Contingency.
Section 6. That all resolutions or parts of resolutions in conflict *'ith this Resolution
shall be repealed to the extent of such conflict.
Section 7. That this Resolution shall be effective l0 days after passage.
PASSFI,I) AND ADOPTED on
Motion by \L[ t C;rrnrrriSii nn rr lJ wda nrtn0. seco
Unanimous
Yes No
nd brIFINAL VOTE ON ADOPTION:
Commissioner Lori Leuellen
Commissioner Luis Rimoli
Commissioner Archibald J. Ryan
Vice Mayor Marco Salvino
Mayor Joyce L. Davis
ATTEST:
F-I-()RA C
CITY CLERK
APPROVED AS TO FORM AND CORREC S
/
OII SIS
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RESoLUTToN ozozo- l]['1
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Citu af DanE Beach D A M I S vsten I m Dleme ntation
AMI Agreement Between Utility Solutions & Automation of Florida, LLC and
Citv of Dania Beach
Page 't of 69
AiLef DanE Beach D AM I System I m plemenlalia n
Contents
AGREEMENT _ ARPA FUNDED.....
ARTICLE I- PREAMBLE
ARTICLE 2 - SERVICES AND RESPONSIBILITIES
ARTICLE 2A' _ CITY'S REPRESENTATIVE (CONSULTANT) DURING
CONSTRTlCTION
..............4
..............4
)
6
7
8
9
...9
- TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
- COMPENSATION AND METHOD OF PAYMENT
- WAIVER OF LIENS.......
ARTICLE 6 - WARRANTY......
ARTICLE 7. CHANGES IN SCOPE OF WORK....
ARTICLE 8 - INDEMNIFICATION........
ARTICLE IO - NON-DISCRIMINATION & EQUAL OPPORTUNITY
EMPLOYMENT.................. ..
ARTICLE I I - INDEPENDENT CONTRACTOR ..........,.,.
ARTICLE I2 . TERMINATION................
ARTICLE I3 - UNCONTROLLABLE FORCES.......,.......
ARTICLE I{ - AGR-EEMENT SUBJECT TO FUNDING
ARTICLE
ARTICLE
ARTICLE
ARTICLE
ARTICLE
ARTICLE
-1
{
5
.10
.10
ARTICLE 9 - BONDS AND INSLIRANCE ..........................Error! Bookmark not defined.
l5
l5
t6
ARTICLE I5 - GOVERNING LAW AND VENTIE
.... t7
.... l8
.... 18
16-
t7-
18-
SIGNATORY AUTHORITY..
MERGER; AMENDMENT.....
DEFAULT OF AGR-EEMENT & REMEDIES
................. t 9
................. 19
................. l9
ARTICLE I9. BANKRUPTCY
ARTICLE 20 - DISPUTE RESOLUTION..
ARTICLE 22 - FEDERAL REQTTIREMENTS
ARTICLE 23 - MISCELLANEOLTS .......
CORPORATE ACKNOWLEDGEMENT.
Exhibit A: Cit1"s Request fbr Proposal (R-FP)
Exhibit B: Statemenl ol' Work.........................
......... 2l
11
2t
30
.........37
.........38
... 39
Page 2 of 69
Aty af Danta Beach D AMI System I mplenenlauan
Exhibit C: Deliverables........
Exhibit D: Project Schedule
Exhibit E: Pricing and Payment Schedule
Exhibit F: CONTRACTOR Proposal
Exhibit C: Cellular/Communication Provisions? 1...................
Exhibit H: Software as a Service (SaaS)................
Erhibit I: Technical Support.............
Exhibit J: Warrantl and RMA Process
Exhibit K: Accompanying Documentation.
Exhibit L: Pricing
AGREEMENTAGREEMENTAGREEMENT
43
55
57
60
6l
.62
63
64
68
Page 3 of 69
Ctty of DanE Beach D AM I Svstem I m ple me ntatton
THIS AGREEMENT ("Agreement"), dated this _ day of
20_, and is entered into by and between:
CITY OF DANIA BEACH. a municipal corporation of the State of Florida with
a business address ol 100 W DANIA BEACH BLVD, DANIA BEACH,
FLORIDA 33004 hereinafter referred to as "CITY."
and
UTILITY SOLUTIONS & AUTOMATION OF FLORIDA. LLC a Florida
limited liability company. with a principal address of 1205 Tech Boulevard. Suite
106. Tampa. Florida 33619 (hereinafter reierred to as the "CONTRACTOR').
CITY and CONTRACTOR may hereinafter be referred to collectively as the
"Parties."
WITNESSETH:
NOW, THEREFORE, in consideration of the mutual terms and conditions. promises.
covenants and payments hereinafter set forth, CITY and CONTRACTOR agree as fbllows:
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AGREEMENT _ ARPA FUNDED
FEDERAL GRANT FUNDED PROJECT
RFP # 2,1-01.1
ADVANCED METERING INFRASTRTICTURE (AMI) SYSTEM IMPLEMENTATION
ARTICLE I- PREAMBLE
In order to establish the background, context and form of ret-erence fbr this Agreement. and to
generally express the objectives and intentions of the respective parties herein. the following
statements. representations. and explanations shall be accepted as predicates fbr the undertaliings
and commitments included within the provisions which follow, and may be relied upon by the
parties as essential elements of the mutual considerations upon w-hich this Agreement is based.
l.l On JgSgLE-2Q2!. the CITY advertised its Notice to Proposers of the CITY's desire
to hire a firm to provide installation for our AMI Svstem, as more particularly described
in Exhibit A: City's Request for Proposal (RFP)" attached hereto and by this relerence
made a part hereol. lbr the said Request for Proposal (RFP) #21-011. A short description
ofsaid scope ofservices is to hire a company to design and implementation ola successful"
cost-el'1'ective two-way communication Advanced Metering Infrastructure (AMI) system.
The City is seeking a full tumkey solution for design. system delivery. integration. field
installation & remediation. and (system & network) managed services for ongoing
operations for its field population ol-5.000 water accounts. The project u'ill also involve
field remediation including replacement all meter box lids. damaged meter boxes, and any
other pit remediation as required. Exhibit I provides the guaranteed pricing under this
Agreement.
Ctty of DanB Beach D AM I Svstefi I m Dle me ntatrcn
1.1 On Julv 30.202{, the proposals ucre opened at Cit} Uall bl the Purchasing
1.i On September {, 202{ the CITY's selection evaluation committee (SEC) met to
revien and score the proposal that was received at a publicl) noticed open to the public
evaluation meeting.
1.4 On Seotember 19. 202.1 the City Commission accepted the results of the SEC at a
publicly noticed open to public commission meeting that allowed the City Manager to
begin negotiations with l-ltilitv Solutions & Automation of Florida. LLC.
1.5 Negotiations pertaining to the sen'ices to be perfbrmed by the CONTRACTOR
uere undertaken. and this Agreement incorporates the results ofsuch negotiation.
ARTICLE 2. SERVICES AND RESPONSIBILITIES
2.1 CONTRACTOR agree s to installation/services ol an AMI System
I m ple mcntation. as nrore particularly described and in accordance with the scope ofwork
and special conditions outlined in the specilications and Statement of Work. attached
hereto as Exhibit B: Statement of Work" and Exhibit C: Deliverables" by this reference
made a part hereol and CONTRACTOR proposal attached hereto as Exhibit F:
CONTRACTOR Proposal" and by this ref'erence made a part heTeoL CONTRACTOR
agrees to perform all services required pursuant to this Agreement.
2.2 CONTRACTOR shall fumish all services. labor. equipment, and materials
necessar)' and as may be required in the perfbrmance of this Agreement. except as
otherwise specifically provided tbr herein. and all uork performed under this Agreement
shall be done in a professional manner.
?..3 CONTRACTOR shall supervise the workforce to ensure that all uorkers conduct
themselves and perform their work in a safe and professional manner. CONTRACTOR
shall comply with att OSHA sat'ety rules and regulations in the operation olequipment and
in the perlbrmance of the work. CONTRACTOR shall at all times have a competent field
supen'isor available to entbrce these policies and procedures at the CONTRACTOR's
expense.
2.4 CONTRACTOR shall provide CITY u'ith seventy-two (72) hours written notice
prior to the commencement of work under this Agreement and prior to any schedule change
n'ith the exception ol changes caused by inclement weather. Any such notice must be
acknou'ledged and approved by the CITY.
2.5 CONTRACTOR hereby represents to CITY. with tull knouledge that CITY is
relying upon these representations vvhen entering into this Agreement r.lith
CONTRACTOR. that CONTRACTOR has the professional expertise. experience and
manpower to perform the services to be provided by CONTRACTOR pursuant to the terms
of this Agreement.
2.6 CONTRACTOR hereby represents to CITY that CONTRACTOR is properly
licensed by the applicable federal. state. and local agencies to provide the sen'ices under
this Agreement. Furthermore, CONTRACTOR agrees to maintain such licenses during the
term of this Agreement. If CONTRACTOR's license is revoked, suspended. or terminated
Page 5 of 69
Ctty of Danta Beach D A M I Syslen I m plemenla Uon
lor any reason by any govemmental agency, CONTRACTOR shall notift the CITY
immediatelv.
2.7 CONTRACTOR shall comply with any and all Federal, State. and local laws and
regulations nou in effect, or hereinafter enacted during the term olthis Agreement, which
are applicable to CONTRACTOR. its employees. agents or subcontractors, il any. with
respect to the work and services described herein. A violation olany federal. state. or local
law or regulation may be cause fbr breach. allowing the CITY to terminate this Agreement.
2.8 CONTRACTOR agrees that all meetings relating to the senices herein required
shall take place at a CITY faciliry" or via conference call. where practicable. Work
perfbrmed pursuant to this Agreement shall take place with a CITY representative present.
if CITY so desires.
2.9 CONTRACTORs shall only designate employees ra'ho are suf ficiently skilled to
provide the required sen ices specified in this Agreement. Any person emplol ed to provide
the Services who fails. refuses or neglects 1o obel- the instructions of the Citl's
representative in anything relating to the Services. or who appears to be disorderly.
insubordinate. or incompetent shall upon the order of City's representative, be immediately
relieved by the CONTRACTOR from performing the Services. Any interference with. or
an1* abusive or threatening conduct to\4'ard any Ciry' representative. City assistants or
inspectors b1' the CONTRACTOR. its employees or agents. or anl member of the public
shall be grounds ior the Ciry.. to terminate the contract and re-let the Sen'ices. The
CONTRACTOR shall fumish all labor. materials. supplies and equipment necessary to
properly maintain all Services areas where Services are conducted in an acceptable and
safb condition.
l.l0 CONTRACTOR agrees that it shall be held fully responsible. except as olher$ise
prohibited by lar.r. tbr all acts of their employees while in their employ.
ARTICLE 2A - CITY'S REPRESENTATIVE (CONSULTANT) DTIRING
CONSTRUCTION
2A.l CITY's Representatir,e ("CONSULTANT- n'ho is Quanta Technologl') shall be the Citl's
Representative tbr technical matters. CITY will engage a CONSULTANT to act on their
behallon technical matters during the construction period.
2A.2 Visits to Properties
CITY's CONSULTANT will make r,isits to the properties at inten'als appropriate
to the !arious stages of construction as the CONSULTANT deems necessan in
order to observe as an experienced and qualified design prot'essional the progress
that has been made and the quality of the various aspects of CONTRACTOR's
executed scope of work. Based on information obtained during such visits and
obsen ations. the CONSULTANT. fbr the benefit olthe CITY. will determine. in
general. if the scope ol work is proceeding in accordance u'ith the Agreement
Documents. The CONSLILTANT will not be required to make exhaustive or
continuous inspections to check the quality or quantity of the scope of work.
CONSLiLTANT's eflbrts will be directed toward providing fbr the CITY a greater
Page 6 of 69
Ctt/ ol DahB Beach D AM I Svste fi I m oleme ntaton
ll
degree ol confidence that the completed scope ol r.rork uill contbrm generall1' to
the Agreement Documents. On the basis of such visits and obsen'ations. the
CONSULTANT will keep the CITY informed of the progress olthe scope of work
and will endeavor to guard the CITY against det'ective u'ork.
Rejecting Defective Work under the Scope of Work.
a. The CONSULTANT will have authority to reject Work which they believe
to be defective. or that they believe will not produce a completed project that
conforms to the Agreement Documents . The CONSULTANT will also have
authority to require special inspection or testing of the Works. and remediation.
whether or not the Work is fabricated. installed. or completed.
ARTICLE 3. TINIE OF COMMENCEMENT AND STIBSTANTIAL COMPLETION
3.1 The r,r'ork to be perfbrmed under this Agreement shall be commenced immediatel.""
upon CONTRACTOR's receipt of CITY's Notice to Proceed. which Notice shall be issued
relatively promptly after the execution of this Agreement. The work shall be completed
within _ ( ) days from issuance of CITY's Notice to Proceed. subject to any'
permitted extensions of time pursuant to this Agreement and any amendments, change
orders, and/or addenda thereto. For the purposes of this Agreement. completion shall mean
the issuance of final permit.
3.2 During the pre-service portion of the u'ork hereunder. the Parties agree to work
diligentll and in good faith in perfbrming their obligations hereunder. so that all required
permits lor the sen'ice portion olthe uork ma1' be obtained. In the el'ent that any delal's in
the pre-sen'ice or senice portion of the work occur. despite the diligent efforts of the
Parties hereto. and such delal's are the result ol force majeure or are otheruise outside of
the control ofeither party hereto. then the Parties shall agree on an equitable extension of
the time for substantial completion hereunder and any resulting increase in general
condition costs.
3.3 ln the event that CONTRACTOR abandons this Agreement or causes it to be
terminated except on account of a force majeure or Uncontrollable Forces (defined in
Section l3.l below). CONTRACTOR shall indemnify CITY against any loss pertaining to
this termination up to a maximum ol the full contracted I'ee amount. All finished or
unfinished documents. data. studies. sun'eys. and reports prepared by CONTRACTOR
shall become the property of CITY and shall be delivered b1 CONTRACTOR to CITY.
3.4 Time is of the essence for this Aqreement. In the event. the CONTRACTOR shall
lail to timely commence the senices herein required following the Notice to Proceed or
f'ail in the performance of the work specified and required to be perlbrmed within the time
limit set forth in this Agreement after due allow'ance for an1'extension or extensions of
time. the CITY may immediately terminate this Agreement as set tbrth below.
3.5 The CITY's CONSULTANT shall also serve as the CITY's PROJECT
MANAGER. CONTRACTOR shall noti! the CITY's PROJECT MANAGER, in writing.
of any change in the names and addresses of each subcontractor proposed for principal
parts of the Project. and any changes in subcontractors from those proposed in
Page 7 of 69
DCtly of Danta Beach AM I Sy sten I n ple ne nlato n
CONTRACTOR's bid proposal. and for such others as the CITY's PROJECT MANAGER
may direct. and shall not employ any that CITY ma1-. within a reasonable time. object to.
ARTICLE.I . COMPENSATION AND METHOD OF PA}']!IENT
4.1 The CITY agrees to compensate CONTRACTOR tbr all equipment/serv'ices
provided and for work that has been completed. inspected. and properly invoiced in
accordance with the price terms set forth in Exhibit E: Pricing and Payment Schedule
attached hereto and made a part hereof by this reference. The total compensation tbr all
services herein required shall NOT EXCEED _ Dollars and _ Cents ($_)
plus a PERCENT Contin gencl of f)ollars and cenrs (s_)
4.1 The total compensation amount ma)'not be e\ceeded uithout a uritten amendment
to this Agreement. Invoices must bear the project name. project number. bid number, and
purchase order number. The CITY has up to twenty-tive (25) business da1's to revie"v.
approve and pay all invoices after receipt. CONTRACTOR shall invoice CITY. The
warranty for labor shall be as set forth in Exhibit J to this Agreement and shall generally
begin upon installation of a particular product (i.e., the time labor was expended by
CONTRACTOR (or its subcontraotor) for such installation). The warranty for a product
shall be in accordance with the manufacturer's warranties and shall begin when the product
it installed and paid tbr by the City (not taking retainage into account).. All necessarl'
Releases and Affidavits and approval of final payments shall be processed before the
warrant) period begins. All payments shall be govemed bl the Florida Prompr Palment
Act. F.S.. Part Vll. Chapter 218.
4.3 A retainage not to exceed five percent (5%) will be deducted irom all progress
payments until the project is complete. When the Project is substantialll complete.
CONTRACTOR shall so notifl CITY's designated representative in writing ("Notice of
Substantial Completion"). As used herein "substantial completion" means that all
requirements of this Agreemenl are complete and are ready fbr use. The CITY llilt then
make a final inspection ol the work within ten (10) days afier receipt of the Notice of
Substantial Completion and develop a list of items required to render the Project complete.
satisfactory. and acceptable. The City shall deliver a written to CONTRACTOR *'ithin
five (5)da1's of the Citv's completion of its inspection to confirm Substantial Completion.
CONTRACTOR shall correct the items on the list within thirty ( 30) da1's after delivery of
the list and Contractor shall immediately' nodry the CITY u'hen the corrections have been
completed. within the 30 day'period. The CITY will then issue pal ment. provided that the
follou ing requirements have been met:
(i) The work was completed in accordance with the Agreement:
(ii) CONTRACTOR has provided an affldavit identitying all subcontractors.
laborers. or equipment or material suppliers who provided goods or services in
connection with the Project and has provided separate releases of lien or lien
waivers in a lbrm acceptable to the CITY from each subcontractor. laborer. or
equipment or material supplier [there can be no pending third parr,v" claims
Page 8 of 69
Ctty ol Danja Eeach D AM I S vstem I m Dlefi entaton
against the City as a result of the Work, including claims for non-payment b)'
Contractor's lower-tiered subcontractors and suppliers ("Claims")]; and
(iii) Provision olall product warranties. operating manuals. instruction manuals
and other record documents, drawings and items customarily required ol a
contractor for AMI systems, or expressly required herein.
(iv) SAAS Hosting fees shall be paid annually in advance.
4.4 To the extent that CONTRACTOR engages subcontractors to perfbrm pursuant to
this Agreement CONTLACTOR shall be solely responsible fbr making pa)'ment to its
subcontractors. CITY shatl not have any obligation to pa) or to see the pay-ment ol an1'
monies to any subcontractor.
4.5 Any contingency or allowance incorporated into the Agreement as to the amount
to be paid. authorizes the CITY to execute change orders up to the amount of the
contingenc) uithout the need to obtain additional Commission approval. In addition. the
CITY shall utilize the ouaer's contingenc) to reimburse CONTRACTOR fbr the related
permit. license. impact or inspection fees. [t is herebv understood and asreed that the
CONTRACTOR shall not expend anv dollars in connection with the CITY'S
contingencr or allollance without the errrressed D rior u rittcn a nn roval from the Ci t\
Manager. An 1' owner's contingency funds or allowance that have not been utilized at the
end of the project will remain with the CITY. the CONTRACTOR shatl only be paid for
the proposed project cost as approved by the City Commission along with any owner
contingenc) expenses or allow'ances that uere approved b1' the CITY's authorized
representative (Cig Manager is the authorized representative ).
4.6 TAXES: CONTRACTOR shall pay all applicable sales. consumer use and other
similar taxes required by law-.
ARTICLE 5. WAIVER OF LIENS
Prior to final payment ofthe amount due under the terms olthis Agreement, a final wailer
of lien shall be submitted by the CONTRACTOR as well as all suppliers and subcontractors who
worked on the project that is the subject ofthis Agreement. Payment ofthe invoice and acceptance
of such payment bI CONTRACTOR shall release CITY from all claims ol tiabiliw by
CONTRACTOR in connection with this Agreement.
ARTICLE 6 - WARRANTY
6.1 The warranties for the labor and products provided by CONTRACTOR shall be as
set out on Exhibit J to this Agreement. CONTRACTOR generally warrants its labor for a
period of twelve (12) months from installation of a particular product (i.e.. the time labor
was expended by CONTRACTOR (or its subcontractor) for the installation of such
product). The warranty for a product (e.g.. meter) shall be in accordance w-ith the
manufacturer's u'ananties and shall begin when the product it installed and paid for bl the
Ci5 (not taking retainage into account). [n the event that defect occurs during the time ol
the labor ('*orkmanship) \r'arranty. CONTRACTOR shall pertbrm such steps as required
to remedy the labor defects. CONTRACTOR shall be responsible fbr any damages caused
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AU of Danta Beach D AM I Sv ne n I n ole fi e ntatton
bl labor defect to the affected area or to interior structure. The CITY shall look solell to
the manufacturer for any defect in any product (e.g.. meter). and the current warrantl tbr
products is set out on Exhibit J.
6.2 CONTRACTOR warrants to City that the consummation olthe work provided lor in
this Agreement will not result in the breach ofany term or provision of. or constitute a default
under anv indenture. mortgage, contract. or agreement to which CONTRACTOR is a partl'.
6.3 CONTRACTOR warrants to Cit-r' that it is not insolvent. it is not in bankruptcl
proceedings or receivership, nor is it engaged in or threatened with any., litigation. arbitration
or other legal or administrative proceedings or investigations ofanl kind which uould have
an adverse efi'ect on its abilityto perform its obligations under the Contract.
6.4 CONTRACTOR warrants to City that it will comply with all applicable federal. state
and local laws. regulations and orders in carrying out its obligations under the Contract.
6.5 All warranties made by CONTRACTOR together with service warranties and
guarantees shall run to Ciry"and the successors and assigns olCity.
ARTICLE 7 - CHANGES IN SCOPE OF WORK
7.1 CITY or CONTRACTOR may request changes that would increase. decrease. or
otherwise modify the Scope of Services. as described in Exhibits "8" and "C", attached
hereto and by this reference made a part hereof, as more particularly described in Article 2
of this Agreement. However, any modification that substantially aflects the Agreement
terms must be approved by the City Commission and cannot be administered
administratively. These changes may affect the agreed compensation accordingly. Such
changes or additional services must be in accordance with the provisions of the CITY's
Code of Ordinances. and must be contained in a rwitten amendment or change order.
executed by., the Parties hereto. with the same fbrmaliq. equality and dignity herewith prior
to any deviation liom the terms ofthis Agreement. including the initiation ofanl' additional
or extra u'ork.
7.2 In no event witl the CONTRACTOR be compensated for any work which has not
been described either herein or in a separate written Agreemenl or change order executed
by the Parties hereto.
ARTICLE 8 - INDEMNIFICATION
8. I GENERAL INDEMNIFICATION: Contractor shall. in addition to an)' other
obligation to indemnif; the City and to the lullest extent permitted by law. protect. det'end.
indemnily and hold harmless the City. their agents, elected otlcials and employees from
and against all claims, actions. liabilities. losses (including economic losses). costs arising
out ofany actual: a). Bodily injury, sickness, disease or death. or injury to. or destruction
oftangible property. or other damage caused by any actual act or omission ofthe Contractor
in the performance of the work under this Agreement: or b). violation of law. statute.
ordinance. govemmental administration order. rule. regulation. or infringement ol patent
rights by Contractor in the performance of the work under this Agreement: or c). liens.
claims or actions made b1'the Contractor with respect to the perlormance oi the
work under this Agreement under Workers' Compensation acts. disabilitv benefit acts.
or other employee benefit acts. Any cost olexpenses of litigation. including attomey t-ees.
Page l0 of 69
Ctty of DanB Beach D AM I S vslem I m oleme ntaton
incurred by the either Party to enforce this Agreement shall be bome and paid b1'the non-
prevailing Party in such litigation. Without limiting the tbregoing. any and all such claims.
suits, etc.. relating to personal injury. death. damage to property. delects in materials or
workmanship. actual or alleged infringement ofany patent, trademark. copyright or ofany
other tangible or intangible personal or property right, or any actual or alleged violation ol
any applicable statute. ordinance. administrative order, rule or regulation or decree ofany
court. is included in the indemnity. Pursuant to Section 725.06. Ftorida Statutes. the
indemnification required by this Section is limited to $ 1.000.000.00. which the Parties
agree bears a reasonable commercial relationship to the Agreement.
8.2 The Parties recognize that various provisions of this Agreement. including but not
necessarily limited to this Section, provide for indemnification by the Contractor and that
Section 725.06, Florida Statutes, requires a specific consideration to be given. The Parties
therefore agree that the sum of Ten Dollars and 00/100 ($10.00). receipt of which is
acknowledged and agreed upon. is the specific consideration tbr such indemnities. and the
providing of such indemnities is deemed to be part of the specifications u'ith respect to the
sen''ices to be provided by Contractor. Furthermore. the Parties understand and agree that the
Contractor's covenants and representations relating to this indemnification provision shall
survive the term of this Agreement and continue in full force and efl'ect through the applicable
warrant) period for such work and services under this Agreement. but not thereafter.
8.3 Upon completion of all Services. obligations and duties provided lor in the
Agreement. or in the event of termination ofthe Agreement for any reason. the terms and
conditions of this provision shall survive indefinitely.
8.4 The Contractor shall pay'all claims. losses. liens. settlements or judgments ofanl
nature uhatsoever in connection with the foregoing indemnifications including. but not
limited to. reasonable attomev f-ees (including appellate attome)' fees) and costs.
The CONTRACTOR shall pay all claims, losses, liens, settlements or judgments of any
nature whatsoever in connection with the foregoing indemnillcations including, but not
Iimited to. reasonable attomey fees (including appellate attomey's t'ees) and costs. City
resen'es the right to select its own legal counsel to conduct an1' defense in any such
proceeding and all costs and fees associated thereuith shall be the responsibilitl of
CONTRACTOR under the indemnification agreement. Nothing contained in this RFP is
intended nor shall il be construed to waive City's rights and immunities under the
common lau or Florida Statute Section 768.28 as amended from time to time.
8.6 Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or {768.28. Florida Statutes. as may be amended from
time to time.
8.7 CONTRACTOR agrees to indemnity and hold harmless the Cit)'and its respective
officers. employees. and assigns lrom liabilities. damages. losses. and costs including. but
not limited to reasonable attomey fees. to the extent caused by the negligence. recklessness,
or intentionalll' urongful misconduct of CONTRACTOR and persons employed or utilized
by CONTRACTOR in the performance of the Work.
Page 11of69
Cdy of DanB Beach D
ARTICLE 9 -INSURANCE
9.1 The CONTRACTOR expressly understands and agrees that any insurance protection required
by this Agreement or otherwise provided by the CONTRACTOR shatl in no way limit the
responsibility to indemnift. keep and save harmless and detbnd the CITY or its oftlcers.
employees. agents and instrumentalities as herein provided. but neither City not its otficers.
employees. agents and instrumentalities shall have the right to collect from CONTRACTOR any
amount which it has recovered from or has been paid by insurance (i.e.. no "double-dipping").
9.2 Minimum Required Insurance Coverages
a) Commercial General Liabilitl Limits olLiability (Minimum)
Bodill tnjury & Property Damage Liabiliry'
Each Occunence $2.000.000
Polic;- Aggregate $4,000,000
Personal & Advertising Injury $2,000.000
Products & Completed Operations $2,000.000
Endorsements Required - Include in body olCOl and/or Description of
Operations:
i. Annual Aggregate shall appty "Per Project/Job"
ii. Waiver of Subrogation in favor of the City
iii. lnsurance shall apply on a primary and non-contributory basis
iv. "The Citl'of Dania Beach. Florida" is included as "Additional Insured"
b1 Business Automobile Liability - Limits of Liability (Minimum)
Bodily lnjury and Property Damage - Combined Single Limit: $2.000.000
Any Auto - Symbol I
lncluding Hired and Non- Omed Autos
a. EndorsementsRequired - lnclude in bodv ofCOI and/or Descrip tion ofOperations:
i. City of'Dania Beach included as an Additional lnsured
c) Workers' Compensation / Employers' Liabilitl
Workers Compensation must be provided for all persons tultilling this contract. whether
employed, contracted. temporary or subcontracted.
Contractor(s) must be in compliance with all applicable state and iederal workers'
compensation lau's, including US Longshore and Harbor Workers Compensation Act.
Jones Act (maritime). Federal Employers Liabilitl Act (railroad). etc.
a
Atf,t <v.t m tm^tament2n^h
a. Workers Compensation Limits: Statutory - State of Florida
h. Emplor ers Liabilit) Limits:
$I.000.000 for bodily injury caused by an accident. each accident
$1.000.000 tbr bodilf injury caused by disease. each employee
$1,000,000 tbr bodill injury caused by disease, policy limit
Page 12 of 69
DCttv ol DanB Beach
In no event shall Vendor be permitted to utilize in the execution of this agreement. the
following:
i) any employee, subcontractor or subcontractor employee that is exempted or
purported to be exempt from Workers' Compensation insurance coverage;
or
ii) any employee. subcontractor or subcontractor emplovees who will be
covered by an employee leasing arrangement.
d,) Umbrella/Excess Liability @xcess Follow Form) can be utilized to provide the
required limits. Coverage shall be "following form" and shall not be more restrictive
than the underl,v-ing insurance policy coverages. including all special endorsements and
City as Additional lnsured status. Umbrella should include Employer's Liability.
e) Professional Liability/Errors & Omissions
Any licensed design professionals utilized to perform the scope ofwork. shall maintain
the tbllou.ing insurance. Retro Date- Prior to commencement ofjob. Coverage is to be
maintained and applicable for a minimum of 3 1- ears tbllowing contract completion.
Limits of Liabilin'
Each Claim
Policy Aggregate
$2.000.000
$2.000.000
f) Cvber Liabilih' Limits of Liabilih
Each Occurrence $2.000.000
lncluding Liability for Data Breach. Media Content. Utility Fraud.
Privacy Liability and Network Security for third parties.
Retro Date - Prior to commencement ofjob. Coverage is to be maintained and
applicable for a minimum of 3 years fbllowing contract completion.
Vendor must notiry City. in writing. of any potential lnformation Securir."- Incidents
u,ithin 14 hours of becoming aware of the Incident.
c)Other Conditions Required:
ii.leancellation Requirements: Requircd insurance shall rrllrl.r he nraintaincd uhilc
vendor is on or utilizins Cirv* oremises. The above policies shall provide the Cil'olDania
Beach u-ith l0 dars' uritten notice of cancellation or material chan
Page 13 of 69
ge t'rom the insurer. If
i. Subcontractors' Comrrliance: lt is thc rcsnonsibilitt oltlre contractor to ensure thirt
all subcontractors comp[] with all insurance requirements.
Af/ of DanE Beach D AM I Svste m I n olen e ntalrcn
the policies do not contain such a provision. it is the resparrrrblllly aI lbc eanlraela! ta
pror.ide such notice.
iii. Noticc uirements: If an insurable incident occurs while vendor is en edina
Citr proiect. notitlcation to the Cit\ is rqquired.
ir'. Deductibles and Self-lnsured Retentions Deductibles and Self-Insured Retentions
Defined: All deductibles and self-insured retcntions are the responsibilin ol the
Contractor- Anv deductible/Self-lnsured Retention must be clearlv documented on the
Cenitlcatcs of Insurance and appror cd bl the Citv. Citv reserves the ri[ht to disapprove
anv or all olthem but shall not unreasonablv do so.
r'. lnsurance ('arrier Financial Stabilin' Requircments:
Insurance must be Drovided bv companies authorized to do business in the State ofFlorida.
Cil resen es the right but not the obligati on to reiect any insurer providing coverage due
to poor or deterioratine fin4lqi4l qaxd{ian.
The Comoanv must be rated no less than ''A-" as to mana{:ement. and no less than "Class
VII" as to financial strensth. bv the latest edition of Best Insu rance Guide oublished bv
A.M. best Compant'. or its equivalent. All p olicies or certificates ol insurance are subiect
to revieu and verification bv Risk Manasement.Il a companv is downsraded durine the
aqreemcnt tcmr-Vendor shall notify the CiN
11.Minimum Requirements: Excepl us provided in Set'tion 9.2. the insurance
requirements specitled in this Agreement are minimum requirements and in no wa1
reduce an1* liabitity the CONTRACTOR has assumed in the indemniflcatiorL/hold
harmless section( s) olthis Agreement.
vii. Subject to the provisions ol Section 92. CONTRACTOR shall name the CITY. as
an additional insured on each ofthe General Liability policies required herein and
shall hold the CITY, its elected and appointed officers. agents, emplo)ees, and
instrumentalities harmless on account of claims tbr damages to persons, property
or premises arising out ofthe services provided hereunder. through the applicable
warrant.v period tbr such sen'ices under this Agreement. but not thereafier.
h) Certificates of Insurance (COl): Valid Certiticates verifi ing coverage is in force as
required above must be on tlle rvith the Ciry' at atl times during contract. If the policies
rener during the term olthe Contract. updated Certiticates verifl ing coverage is in force
shall be submitted 10 the City within l0 days of expiration. Contractor and/or any
Subcontractor shall not perform or continue to work pursuant to this agreement. unless all
coverages remain in full force and effect; work delay is subject to provisions in this
agreement. Ifvendor fails to provide proof of insurance within 7 days of City's receipt of
notice at any time during this agreement. the City shall have the right to consider the
agreement breached. and therefbre terminated.
A copy of Additional Insured Endorsement or other endorsements may be attached to the
Certificate.
Page 14 of 69
Cttr of Dana Beach D AM I Syslen I n plen enlalp n
Notices/ Certificate Holder:
Citl ol Dania Beach
100 West Dania Beach Boulevard
Dania Beach. FL 33004
Ciry' of Dania Beach CRA (If Applicable)
100 W. Dania Beach Blvd-
Dania Beach. FL 33004
Email: Mitzie Spear, PHR
M S pear.6.daniab gashrfl .,sav
The Cit]' of Dania Beach, Florida resen'es the right to review/revise, reject or accept
anl required policies of insurance, including limits, coverages or endorsements,
herein at the time of the insurance submission.
ARTICLE IO - NON.DISCRIMINATION & EQUAL OPPORTUNITY
EMPLOYMENT
During the perlbrmance of the Agreement. the CONTRACTOR shall not discriminate against any
person in its operations. activities or delivery of services. The CONTRACTOR shall alfirmatively
compll with all applicable provisions of f-ederal. state and local equal oppo(unity emplol ment
laus and shall not engage in or commit an1' discriminatory practices against an) person based on
race. age. religion. color. gender, pregnancy. sexual orientation. gender identity and expression,
national origin. marital status. physical or mental disability. political affiliation or any other tactor
w'hich cannot be lawfully used as a basis fbr service delivery.
ARTICLE II - INDEPENDENT CONTRACTOR
This Agreement does not create an employee/employer relationship between the Parties. It is the
intent of the Parties that the CONTRACTOR is an independent contractor under this Agreement
and not the CITY's employee lor all purposes. including but not limited to. the application of the
Fair Labor Standards Act minimum r.l'age and overtime payments. Federal Insurance Contribution
Act. the Social Security Act. the Federal Unemployment Tar Act, the provisions olthe Internal
Revenue Code. the State Workers' Compensation Act. and the State unemployment insurance
lau. The CONTRACTOR shall retain sole and absolute discretion in the judgment olthe manner
and means of carrl ing out CONTT{ACTOR's activities and responsibilities hereunder provided.
further that administrative procedures applicable to sen'ices rendered under this Agreement shall
be those of CONTRACTOR. which policies of CONTRACTOR shall not con|ict with CITY,
State. Federal or United States policies. rules or regulations relating to the use ol
CONTRACTOR's funds provided for herein. The CONTRACTOR agrees that it is a separate and
independent enterprise from the CITY. that it has full opportunity to flnd other business. that it
has made its own investment in its business. and that it will utilize a high level ofskill necessary
to perlorm the work. This Agreement shall not be construed as creating any joint emplol-ment
relationship betteen the CONTRACTOR and the CITY and the CITY u,ill not be liable tbr an1
Page 15 of 69
DCnv af Danta Beach AM I Sv sle n I n Dle me ntalrcn
a. persistentl)' or repeatedly refuses or fails to suppl)- enough properly skilled
workers, proper equipment, materials, or fails to adhere to the schedule
established as adjusted from time to time pursuant to the terms of the
Agreement;
b. fails to comply with law's. ordinances. or rules, regulations or orders ofa public
authority having jurisdiction. including the City (though City shall not pass any
law'. ordinance, rule or regulation. the impact of which will negatively and
disproportionately (as compared to other contractors) impact Contractor's work
and/or services under this Agreement:
c. commits any act or omission that evidences a lack of integrity or honestl' or
which reflects negatively on the City, including but not limited to the company
of its owners. offrcers and agents being charged with any act of moral turpitude
or any environmental violation:
d. fails to obtain or maintain all insurance Coverage required in this Agreement; or
e. otherwise is guilty of substantial breach ofa provision ofthe Agreement.
1 2.2. 1 I t. afier Notice of Termination or Suspension of CONTRACTOR's right to proceed.
it is determined fbr any reason that CONTRACTOR was not in delault. the rights and obligations
of the City and CONTRACTOR shall be the same as if the Notice of Termination had not been
issued. pursuant to the Termination for Convenience clause as set fbrth belo\r'.
Page 16 of 59
obligation incurred b1' CONTRACTOR. including but not limited to unpaid minimum *ages
and/or overtime premiums.
ARTICLE I2 - TERMINATION
l2.l Termination for Convenience. This Agreement may be terminated by CITY fbr
convenience. upon providing thiq' (30) business days uritten notice to the
CONTRACTOR tbr such termination in which event CONTRACTOR shalt be paid its
compensation for services perfbrmed to termination date. including services reasonably
related to termination. and lor any materials. equipment and supplies that CONTRACTOR
has alreadl purchased or contracted with respect to the uork and senices to be provided
under this Agreement. which CONTRACTOR cannot cancel or promptly use elsewhere.
Except on account ola fbrce majeure or Uncontrollable Forces (as defined in Section I 3.1.
in the event that CONTRACTOR abandons this Agreement or causes it to be terminated.
CONTRACTOR shall indemnity CITY against loss pertaining to this termination.
Howeler. notwithstanding anything else herein contained. under no circumstances shall
CONTRACTOR be liable or responsible for any punitive. exemplary or consequential
damages under this Agreement fbr any reason or situation.
12.2 TERMINATION BY THE CITY FOR CAUSE. The Citv mav terminate the
Agreement il CONTRACTOR:
DCttv of Danta Beach A M I S vslen I m Dleme ntaton
12.2.2 Default by CONTRACTOR. In addition to all other remedies available to CITY.
this Agreement shall be subject to cancellation by CITY for cause. should CONTRACTOR neglect
or tail to perform or observe any of the terms. provisions. conditions. or requirements herein
contained. if such neglect or failure shall continue for a period ol five (5) days after receipt by
CONTRACTOR of uritten notice of such neglect or lailure.
'12.2.3 lf the CONTRACTOR fails to provide the Services or shall in any other manner
commit a breach of the contract and fhils to remedy the same within five (5) calendar days after
$ritten notice tiom the City. the Citl may terminate the Agreement without any fu(her notice to
the CONTRACTOR. City representatives will review'the Sen'ices periodically'to assure that the
requirements of the contract are being met. Ifany portion ofthe Sen'ices are unsatisfactory. the
CONTRACTOR shall be contacted. and the discrepancies corrected at no additional cost to the
City.
12.2.4 It. through any cause. the CONTRACTOR shall tail to fulflll in a timell and proper
manner its obligations under the contract, or il the CONTRACTOR shall violate any of the
provisions olthe contract. the City may upon written notice to the CONTRACTOR. terminate the
right ofthe CONTRACTOR to proceed under the contract. or as to such part or parts ofthe contract
tbr uhich there has been a default. and mal hold the CONTRACTOR liable for any damages
caused to the City by reason of such delault and termination. In the event of such default and
termination. any completed Services performed by the CONTRACTOR under the contract shall.
at the option olthe Cit-v become the City's property and the CONTRACTOR shall be entitled to
receive equitable compensation for any Sen'ices completed. The CONTRACTOR. houever. shall
not be relieved of liability to the City for damages sustained by the City by reason olany breach
of the contract by the CONTRACTOR.
12.2.5 This Agreement may' be terminated by the CITY at an) time before issuance ol a
Notice to Proceed. If this Agreement is cancelled in such manner, the CONTRACTOR shall not
be entitled to compensation under this Agreement.
1 ]..].TERMINATION BY CONTRACTOR
CONTRACTOR may terminate the Agreement if the Work is stopped for a period of thirty
(30) days through no act or fault ofCONTRACTOR. Subcontractor. Sub-subcontractor. their
agents or employees. or any other persons performing portions of the Work under the
Agreement with CONTRACTOR, for any of the following reasons:
a. issuance of an order of a court or other public authority having jurisdiction, or
b. an act of govemment, such as a declaration ofnational emergency. making material
unavailable or services unable to be rendered.
I 2.3. I lf one of the above reasons exists. CONTRACTOR may. upon five ( 5
additional days' written notice to the City. terminate the Agreement and recover
from the City payment for Work performed.
,,\RTICLE I3 - T'){('O\TROLLABLE F()R('ES
Page 17 of 69
DCtf,t al Danta Beach AM I Svsten I m oleme ntatbn
l3.l Neither CITY nor CONTRACTOR shall be considered to be in default of this
Agreement ildelays in or lailure ofperformance shall be due to Uncontrollable Forces. the
efl-ect of which. by the exercise of reasonable diligence. the non-performing party could
not avoid. The term "Uncontrollable Forces" shall mean an) event which results in the
pre!ention or delal' oi pertbrmance by a party of its obligations under this Agreement and
which is beyond the reasonable control olthe nonperforming party. lt includes. but is not
limited to fire. flood. earthquakes, storms. lightning. epidemic. pandemic. act of God. war.
riot. civil disturbance. sabotage, and govemmental actions.
13.2 Neither party shall. however. be excused from perfbrmance if nonperfbrmance is
due to tbrces. which are preventable. removable. or remediable. and which the
nonperforming party could have, with the exercise of reasonable diligence. prevented.
removed. or remedied with reasonable dispatch. The nonperfbrming partl shall. uithin a
reasonable time ol being prevented or delayed lrom perfbrmance by an uncontrollable
lorce. give written notice to the other party describing the circumstances and uncontrollable
lorces preventing continued performance ofthe obligations ofthis Agreement.
ARTICLE I{. AGREEMENT SUBJECT TO FUNDING
This Agreement shall remain in full force and eft-ect only as long as the expenditures
prorided fbr in the Agreement have been appropriated bl the Citl Commission ol the City of
DANIA BEACH in the annual budget for each fiscal lear of this Agreement. and is subject to
termination based on lack of funding. The City shall notifr Contractor immediately in advance if
tunding to fullill City''s obligations under this Agreement are not in the annual budget for an
upcoming fiscal lear or ifat an1 time the necessar)' expenditures have not been appropriated.
ARTICLE 15. GOVERNING LAW AND VENUE
l5.l All claims. counterclaims. disputes and other matters in question betw-een the Cit_v
and CONTRACTOR arising out oL relating to or penaining to this Agreement. or the
breach of it. or the services ol it. or the standard of pertbrmance required in it. shall be
addressed by resort to non-binding mediation as authorized under the law's and rules of
Florida: provided. ho'*ever. that in the event olany dispute betu,een the parties. the panies
agree to first negotiate with each other lbr a resolution ofthe matter or matters in dispute
and, upon lailure of such negotiations to resolve the dispute. the parties shall resort to
mediation.
15.2 If mediation is unsuccesstul. any such matter may be determined by litigation in a
court ol competent jurisdiction. For any legal action arising out of or pertaining to this
Agreement shall be the Circuit Court for the Selenteenth Judicial Circuit in and lor
Broward County. Florida. or the f'ederal District Court in the Southem District of the
Unitcd States. Each party further agrees that venue olany action to entbrce this Agreement
shall be in Broward Countv . Florida. THE PARTIES EXPRESSLY WAIVE ALL
RI(;HTS TO TRIAL BY J[IR}' FOR AN}' DISPUTT]S ARISIN(; FRO\I ()R I\
ANY WAY CONNECTED WITH THE CONTRACT. THE PARTIES
TINDERSTANI) AND AGREE THAT THIS WAIVER IS A MAI'T]RIAL
In the event oi any litigation which arises out of. pertains to. orCONTRACT TERNI
Page 18 of 69
Ctty of Danta Beach D AMI Svste rn I fi ole fi e nlaton
relates to this Agreement, or the breach of it, or the standard of performance required in it,
each party shall bear its own attomey fees and costs. This Agreement shall be govemed by
and construed in accordance u'ith the laws olthe State of Florida as now and herealler in
force. Agreement
15.3 Operations durinq Dispute. In the event that a dispute. ifanl'. arises betueen the
City and CONTRACTOR relating to this Agreement, or its performance or
compensation, the Contractor agrees to continue to render service in full compliance with
all terms and conditions of this Agreement as required by the City, provided the City is
not in default or breach hereunder.
ARTICLE I6 - SIGNATORY AUTHORTTY
CONTRACTOR shall provide CITY with copies of requisite documentation evidencing
that the signatory for CONTRACTOR has the authority to enter into this Agreement.
ARTICLE I7 - MERGER; AMENDMENT
This Agreement constitutes the entire Agreement between CON'[RACTOR and CITY. and
negotiations and oral understandings betrveen the Parties are merged herein. This Agreement can
be supplemented or amended only by' a written document executed by both CONTRACTOR and
CITY with the same formality and equal dignity herewith.
ARTICLE I8. DEFAT1LT OF AGREEMENT & REMEDIES
I 8. I Correction of Work. I f. in the judgment of CITY. u'ork provided b1'
CONTRACTOR does not conlorm to the requirements oithis Agreement. or if the u.ork exhibits
poor workmanship. CITY resenes the right to require that CONTRACTOR correct all dellciencies
in the work during the applicable warranty period under this Agreement fbr such work (but not
thereafter). to bring the work into conformance without additional cost to CITY, and replace any
personnel who tail to perform in accordance with the requirements olthis Agreement.
l8.l Default ofAgreement. The occurrence ofanl one or more olthe lbllo* ing events
shall constitute a default and breach olthis Agreement bI CONTRACTOR:
I 8.2. I The abandonment of the project that is the subject of this Agreement b1'
CONTRACTOR for a period of more than five (5) business days. except
fbr a tbrce majeure event or Uncontrollable Forces.
The abandonment. unnecessary delay. refusal o1. or failure to comply'
uith any of the terms olthis Agreement or neglect. or refusal to comp[]'
with the instructions of the CITY's PROJECT MANAGER relative
thereto.
The failure by CONTRACTOR to observe or perform any of the terms,
covenants, or conditions of this Agreement to be observed or
performed by CONTRACTOR, where such failure shall continue for a
period of five (5) days after written notice thereof by CITY to
CONTRACTOR; provided, however, that if the nature of
CONTRACTOR's default is such that more than five (5) days are
reasonably required for its cure, then CONTRACTOR shall not be
18.2.2
18.2.3
Page 19 of 69
City of DanE Beach D AM I Systen I n plene nlalton
deemed to be in default if CONTRACTOR commences such cure within
said five (5) day period and thereafier diligently prosecutes such cure
to completion.
The assignment and/or transtbr of this Agreement or execution or
attachment thereon by CONTRACTOR or anl other parly in a manner
not expressly permitted hereunder.
The making by CONTRACTOR of any general assignment or general
arrangement for the benetit of creditors. or the filing by or against
CONTRACTOR of a petition to have CONTRACTOR adjudged a
banlruptcy. or a petition for reorganization or arrangement under an1'
law relating to bankruptcy (unless, in the case of a petition filed against
CONTRACTOR. the same is dismissed within sixty (60) days)l or the
appointment ola trustee or a receiver to take possession ofsubstantially
all of CONTRACTOR's assets. or for CONTRACTOR's interest in this
Agreement. where possession is not restored to CONTRACTOR within
thirty (30) days: tbr attachment. execution or other judicial seizure of
substantially all ol CONTRACTOR's assets, or lor CONTRACTOR's
interest in this Agreement, where such seizure is not discharged within
thirty (30) days.
18.3 Remedies in Default. In case of detault b1 CONTRACTOR. CITY shall notily
CONTRACTOR. in uriting. of such abandonment. dela). ret'usal. thilure, neglect. or
detault and direct CONTRACTOR to comply nith all provisions of this Agreement. If the
abandonment. delay. refusal. failure. neglect or default is not cured within five (5) days ol
when notice was sent by CITY. CITY may declare a default of the Agreement and notiS
CONTRACTOR of such declaration of default and terminate the Agreement
18.2.4
18.2.5
I 8.3.1 Upon such declaration of detault. all pal ments remaining due
CONTRACTOR at the time of detault. less all sums due CITY fbr damages
suff'ered. or expenses incuned by reason ofdefault. shall be due and payable
to Surety. Thereafter the Suret) shall receive monthly pa.v-ments equal to
those that uould have been paid bl' the CONTRACTOR had the
CONTRACTOR continued to perlbrm the sen ices under the Agreement.
CITY may complete the Agreement. or any part thereof. either by day labor
or re-letting an Agreement for the same. and procure the equipment and the
tacilities necessarl ibr the completion olthe Agreement. and charge the cost
of same to CONTRACTOR rlith the cost's incident thereto to such delault.
ln the event CITY completes the Agreement at a lesser cost than would
have been payable to CONTRACTOR under this Agreement, if the same
had been fulfilled by CONTRACTOR, CITY shall retain such differences.
Should such costto CITY be greater, CONTRACTOR shall pay the amount
of such excess to the CITY.
Notvithstanding the other provisions in this Section. CITY resenes the
right to terminate the Agreement at an) time. \!henever the sen ice provided
b1 CONTRACTOR thits to meet reasonable standards ol the trade after
CITY gives written notice to the CONTRACTOR of'the det'iciencies as set
18.3.2
18.3.3
18.3.4
Page 20 of 69
DClv ol Dania Beach AM I Svstem I m olene ntalion
fbrth in the written notice u'ithin fourteen calendar ( I 4 ) days of the receipt
by CONTRACTOR of such notice from CITY.
18.3.5 In case of default by CITY, CONTRACTOR shall notily CITY. in writing.
olsuch abandonment. delay. refusal, f'ailure. neglect. or default (including
on account of a delay or failure to make a payment hereunder). and direct
CITY to comply with all provisions of this Agreement. If the abandonment.
delay, refusal. failure. neglect or default is not cured within five (5) days of
uhen notice was sent by CONTRACTOR. CONTRACTOR mal declare a
default of the Agreement and notifr CITY ol such declaration of default
and may terminate the Agreement. Upon such termination,
CONTRACTOR shall have all rights and remedies available to it under law
or equity.
ARTICLE 19 - BANKRUPTCY
It is agreed that if CONTRACTOR is adj udged bankrupt, either voluntarily or
involuntarill'. then this Agreement shall terminate et'fbctive on the date and at the time the
bankruptcy petition is tlled.
ARTICLE 20 - DISPUTE RESOLUTION
In the event that a dispute. if any. arises between CITY and CONTRACTOR relating to
this Agreement. performance or compensation hereunder. CONTRACTOR shall continue to
render service in full compliance with all terms and conditions olthis Agreement, provided CITY
is not in breach or det'ault under this Agreement. CONTRACTOR and CITY both expressly agree
that in the event of such a dispute. if anv. they will negotiate on the matter or matters in dispute
and, upon failure of said negotiations to resolve the dispute, may present the matter to a court of
competent jurisdiction in an appropriate suit therefore instituted.
ARTICLE 2I - PUBLIC RECORDS
2l.l The City of DANIA BEACH is a public agency subject to Chapter I19, Florida
Statutes. The CONTRACTOR shall comply with Florida's Public Records
Laws. Specifically. the CONTRACTOR shall:
21.1.1 Keep and maintain public records required by the CITY to perform the
service:
21.t.2
21.r.3
Upon request from the CITY's custodian of public records. provide the
CITY with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed
the cost provided in Chapter I 19. Florida Statutes. or as othenvise provided
by law-t
Ensure that public records that are exempt or that are confidential and
exempt from public record disclosure requirements are not disclosed except
as authorized by law for the duration ofthe Agreement term and" follou'ing
completion of the Agreement, CONTRACTOR shall destroy all copies of
such confidential and exempt records remaining in its possession after the
CONTRACTOR transt'ers the records in its possession to the CITY: and
Page 2'l of 69
Cttv af DanE Beach D AM I Svstem I m plehente I bn
2l .l .4 Upon completion of the Agreement. CONTRACTOR shall transf'er to the
CITY, at no cost to the CITY. all pubtic records in CONTRACTOR's
possession. All records stored electronically by the CONTRACTOR 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 technologl
systems of the CITY.
21.2 The f'ailure of CONTRACTOR to compll with the provisions set tbrth in this
Article shall constitute a Default and Breach ofthis Agreemenl and the CITY shall entbrce
the Default in accordance with the provisions set iorth herein.
IF THE CONTRACTOR HAS QTIESTIONS REGARDING THE APPLICATION OF
CHAPTER I19, FLORIDA STATTITES, TO THE CONTRACTOR'S DTITY TO PROVIDE
PUBLIC RECORDS RELATINC TO THIS AGREEMENT, CONTACT THE
CLTSTODIAN OF PUBLIC RECORDS AT:
Custodian of Records:Elora Riera, CMC
CITY CLERK
100 W. Dania Beach Boulevard
Dania Beach, Florida -1-1001
Mailing Address:
Telephone number:
Email:
ARTICLE 22 - FEDERAL REQUIREMENTS
Notwithstanding anything to the contrary set tbrth herein. CONTRACTOR shall comply
with the applicable lederal required standard provisions. as set forth in 2 C.F.R. Sec.
200.326 and 2 C.F.R. Part 200. In the event of any conflicts. the provisions of 2 C.F.R.
Sec.200.326 and 2 C.F.R. Part 200 shall prevail. Any reference made to CONTRACTOR
in this section shall also apply to any subcontractor under the terms olthis Agreement. The
prime contractor shall be responsible fbr the compliance by any subcontractor or lower-tier
subcontractor with alI ofthese Agreement clauses:
22.1 Equal Emplol ment Onoortunitr. Durin g the performance of this
Agreement. CONTRACTOR agrees as fbllorls:
2l.r.r Contractor w'ill not discriminate against any employee or applicant
for emplovment because of race. color. religion. sex. sexual
orientation. gender identity. or national origin. CONTRACTOR uill
take affirmative action to ensure that applicants are employed and
that employees are treated during employment. without regard Io
their race. color. religion. sex. sexual orientation. gender identitl. or
national origin. Such action shall include. but not be limited to the
lollowing: Employment. upgrading. demotion. or transf'er.
Page 22 of 69
95{-92{-9800, Ext. 3623
ereira@daniabeachfl .sov
Ct[,/ of DanB Beach D
22.t.2
22.1.3
22.1.4
22.t.5
22.1.6
recruitment or recruitmenl advertising; layotT or termination: rates
of pay' or other fbrms of compensation: and selection for training.
including apprenticeship. CONTRACTOR agrees to post in
conspicuous places, available to employees and applicants for
employment. notices to be provided by the contracting officer
setting forth the provisions of this nondiscrimination clause.
CONTRACTOR will. in all solicitations or advertisements for
employ'ees placed by or on behalf of Contractor. state that all
qualified applicants will receive consideration for employment
without regard to race. color. religion. sex. sexual orientation.
gender identiq . or national origin.
CONTRACTOR will not discharge or in any other manner
discriminate against any employee or applicant for employment
because such employee or applicant has inquired about. discussed.
or disclosed the compensation of the employee or applicant or
another employee or applicant. This provision shall not apply' to
instances in which an employee rl'ho has access to the compensation
information ol other employees or applicants as a part of such
employee's essential job functions discloses the compensation of
such other employees or applicants to individuals who do not
otherwise have access to such information, unless such disclosure is
in response to a lormal complaint or charge. in furtherance of an
investigation, proceeding. hearing, or action. including an
investigation conducted by the employer. or is consistent with
Contractor's legal duty to f'umish infbrmation.
CONTRACTOR will send to each labor union or representative of
workers with which it has a collective bargaining agreement or other
Agreement or understanding. a notice to be provided b1' the agencl
contracting officer, advising the labor union or workers'
representative ol Contractor's commitments under section 202 of
Executive Order I I 246 ofSeptember 24. 1965. and shall post copies
of the notice in conspicuous places available to employees and
applicants for employment.
CONTRACTOR will comply with all provisions of Executive Order
t 1246 ol September 24. 1965. and of the rules. regulations, and
relevant orders of the Secretary of Labor.
CONTRACTOR will fumish all intbrmation and reports required by
Executive Order I1246 of September 2.4. 1965. and by the rules.
regulations. and orders of the Secretary of Labor. or pursuant
thereto, and will permit access to his books. records. and accounts
by the contracting agency and the Secretary of Labor for purposes
ofinvestigation to ascertain compliance with such rules. regulations.
and orders.
Page 23 of 69
Ar!!-Sr&q-b@@!!e!b!
Ctv ol DanE Beach D AM I Svste h I n Dle ne ntatio n
In the event of CONTRACTOR's non-compliance with the
nondiscrimination clauses of this Agreement or with any of such
rules, regulations. or orders. this Agreement may be canceled.
terminated or suspended in whole or in part and Contractor may be
declared ineligible for further Govemment contracts in accordance
with procedures authorized in Executive Order I I 246 of September
24, 1965, and such other sanctions may be imposed and remedies
invoked as provided in Executive Order I1246 of September 24.
1965, or by rule, regulation, or order ofthe Secretary' ofLabor. or as
otherwise provided by law.
CONTRACTOR w'ill include the provisions of paragraphs (22.1 .l
through (22.1.7) in every subcontract or purchase order unless
exempted by rules, regulations. or orders of the Secretary of Labor
issued pursuant to section 204 of Executive Order 11246 of
September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. Contractor will take such action with
respect to any subcontract or purchase order as may be directed b1'
the Secretary of Labor as a means of enfbrcing such prol isions
including sanctions for noncompliance: Protided, however. that in
the event Contractor becomes inl'olved in. or is threatened rvith.
litigation with a subcontractor or vendor as a result olsuch direction.
Contractor may request the United States to enter into such litigation
to protect the interests olthe United States.
22.2 Davis-Bacon Act -. CONTRACTOR shall com ply with the Davis-Bacon
Act (.10 U.S.C. 276a to 27 6a-7\ as supplemented by Department of Labor
Regulations (29 CFR Part 5). In accordance with the statute. CONTRACTOR must
be required to pay wages to laborers and mechanics at a rate not less than the
prevailing '* ages specitied in a wage determination made b1 the Secretary olLabor.
ln addition. CONTRACTOR must be required to pay wages not less than once a
week.
22.3 Copeland "Anti-Kickback" Act. CONI'RACI'OR shall com pli uith the
Copeland "Anti-Kickback" Act. (40 U.S.C. 3145 ), as supplemented by Department
of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public
Building or Public Work Financed in Wlole or in Part by Loans or Grants fiom the
United States"). CONTRACTOR must be prohibited from inducing. by any means.
an-v- person employed in the construction. completion. or repair of public work. to
give up anv part olthe compensation to uhich he or she is other\rise entitled. Cit)
must report all suspected or reported violations to the Federal awarding agency.
22.1 Asreement Work Hours and Sa fetv Standards Act ({0 LI.S.C.,1701-
3708). Where applicable, pursuant to 40 U.S.C. 3702 and 3704, as supplemented
by Department of Labor regulations (29 CFR Part 5) CONTITACTOR must be
required to compute the wages of every mechanic and laborer on the basis of a
standard work week ol 40 hours. Work in excess of the standard work *'eek is
permissible provided that the worker is compensated at a rate of no1 less than one
and a half times the basic rate olpay for all hours worked in excess of .10 hours in
22.1.7
22.1.8
Page 24 of 69
CtN of Danta Beach D Al4svs o llldeoerbl!9a
the work week. The requirements ol40 U.S.C. 3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in
surroundings or under working conditions which are unsanitary" hazardous or
dangerous.
22.4.1 Overtime reouirements. No CONTRACTOR or subcontractor
contracting for any part of the Agreement work which may require
or involve the employment oflaborers or mechanics shall require or
permit any such laborer or mechanic in any worku'eek in w'hich he
or she is employed on such work to work in excess of lorty hours in
such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic
rate of pay for all hours worked in excess of forty hours in such
workweek.
ll.-1.I Violation; liabilitv for unp aid wagesi liquidated damaqes. In the
event of any violation of the clause set fbrth in this section.
paragraph (i). the CONTRACTOR and any subcontractor
responsible therefor shall be liable for the unpaid w'ages. ln addition.
such contractor and subcontractor shall be liable to the ljnited States
( in the case of work done under Agreement tbr the District of
Columbia or a territory. to such District or to such territory). for
liquidated damages. Such liquidated damages shall be computed
with respect to each individual laborer or mechanic. including
watchmen and guards. employed in violation ofthe clause set tbrth
in paragraph (i) olthis section. in the sum of $10 tbr each calendar
day on which such individual was required or permitted to work in
excess of the standard workweek of fbrty hours without pa.vment of
the ovenime wages required b-"- the clause set forth in paragraph 1i)
ofthis section.
ll.-l.l Withholdins for un naid t'ases and liq uidated damaees. Ci t]
shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhotd or cause to be
withheld. from an1' moneys pa1-'able on account of uork performed
by CONTRACTOR or subcontractor under any such Agreement or
any other Federal Agreement *'ith the same prime contractor. or any
other lederally'-assisted Agreement subject to the Agreement Work
Hours and Safety Standards Act, which is held by the same prime
contractor. such sums as mal be determined to be necessary to
satisf) any liabilities of such contractor or subcontractor for unpaid
wages and liquidated damages as provided in the clause set forth in
paragraph (ii) of this section.
Subcontracts. CONTRACTOR or subcontractor shall insert in an1
subcontracts the clauses set tbrth in paragraph (22.4.1) through
(24.4.4) ofthis section and also a clause requiring the subcontractors
to include these clauses in any lower tier subcontracts. The prime
CONTRACTOR shall be responsible for compliance by any
22.4.4
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Cly ol Danta Beach D AMl System I mplenenlaian
subcontractor or lower tier subcontractor with the clauses set forth
in paragraphs (22.4.4) through (22.4..1) of this section.
22.5 CONTRACTOR agrees to compll' with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the
Federal Water Pollution Control Act, as amended (33 U.S.C. l25l- 1387). City will
report violations to the Federal awarding agency and the Regional Office of the
Environmental Protection Agency (EPA).
22.5.1 Clean Air Act. CONTRACTOR agrees to comply with all
applicable standards. orders or regulations issued pursuant to the
Clean Air Act, as amended. 42 [J.S.C. $ 7401 et seq.
CONTRACTOR agrees to report each violation to Citl and
understands and agrees that the Cit1. will. in tum. report each
violation as required to assure notification to the State. Federal
Emergency Management Agency. and the appropriate
Environmental Protection Agency Regional Otiice.
CONTRACTOR agrees to include these requirements in each
subcontract exceeding $150.000 tinanced in whole or in part u'ith
Federal assistance.
Federal Water Pollution Control Act. CONTRACTOR agrees to
comply with atl applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act. as amended.
33 U.S.C. I 251 et seq. CONTRACTOR agrees to report each
violation to the City and understands and agrees that the City will.
in tum. report each violation as required 1o assure notification to the
State. Federal Emergencl Management Agencl. and the appropriate
Environmental Protection Agency Regional Office.
CONTRACTOR agrees to include these requirements in each
subcontract exceeding $150.000 financed in u.hole or in part *ith
Federal assistance.
22.5.2
22.6 SusDension and Debarment. This A greement is a covered transaction tbr
purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. as such CONTRACTOR is
required to verifl'that none of the CONTRACTOR's agents. principals (defined ar
2 C.F.R. s\ 180.995). or aftiliates (defined at 2 C.F.R. N 180.905) are excluded
(detlned at 2 C.F.R.
"s
I 80.940) or disqualified (defined at 2 C.F.R. { 180.935 ).
CONTRACTOR must compll uith 2 C.F'.R. pr. 180. subparr C and 2 C.F.R. pt.
3000. subpart C and must include a requirement to comply with these regulations
in an1' lou'er tier covered transaction it enters into. This certillcation is a material
representation of fact relied upon by Cit)'. Il it is later derermined that
CONTRACTOR did not comply with 2 C.F.R. pt. 180. subpart C and 2 C.F.R. pr.
3000. subpart C. in addition to remedies available to State and Citl'. the Federal
Govemment may pursue available remedies. including but not limited to
suspension and./or debarment. The bidder or proposer agrees to compll with the
requirements of 2 C.F.R. pt. 180. subparr C and 2 C.F.R. pt. 3000. subpart C *'hile
this offer is valid and throughout the period ofany Agreement that may arise tiom
this off'er. 'Ihe bidder or proposer further agrees to include a pror ision requiring
Page 26 of 69
Clv of Dania Beach D AM I Sy ste n I n Ble nettelian
such compliance in its lower tier covered transactions.
22.7 Byrd Anti-Lobbvins Amendment, as amended (31 U.S.C- ,S 1352)
CONTRACTOR shatl file the required certification pursuant to 3'l U.S.C. I 352.
Each tier certifies to the tier above that it w'ill not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting
to inlluence an officer or employee ofany agency. a member of Congress. ofticer
or emplol'ee of Congress. or an employee of a member of Congress in connection
with obtaining any Federal Agreement, grant. or any other award covered by 3 I
U.S.C. $ 1352. Each tier shall also disclose any tobbying with non-Federal funds
that takes place in connection with obtaining any Federal award. Such disclosures
are forwarded from tier to tier up to the recipient.
22.8 Comnliance with State Enercv Poli cl and Consen'ation Act
CONTRACTOR shall comply with all mandatory standards and policies relating
to energ) efficiency contained in the State energy conservation plan issued in
compliance with the Energy Policy and Conservation Act (Pub. L. 94-'163, 89 Stat.
871 ).
22.9 Procurement of Recovered Materials. The Ci tl and CONTRACTOR
must comply with Section 6002 of the Solid Waste Disposal Act, as amended by
the Resource Consen'ation and Recoverl' Act. The requirements of Section 6002
include procuring onl1" items designated in guidelines of the Environmental
Protection Agency (EPA) at 40 CFR parl247 that contain the highest percentage
of recovered materials practicable. consistent with maintaining a satisfactory level
olcompetition. where the purchase price oithe item exceeds $10.000 or the value
of the quantity acquired during the preceding t'iscal year exceeded $10.000:
procuring solid waste management services in a manner that maximizes energy and
resource recovery: and establishing an affirmative procurement program ior
procurement ofrecovered materials identifled in the EPA guidelines.
22.10 Reportins. Pursuant to 44 CFR 13.36(i)(7). CONTRACTOR shall comply
with federal requirements and regulations pertaining to reporting. including but not
linrited to those set forth at 44 CFR .10 and 41. if applicable. Furthermore. both
parties shall provide the FEMA Administrator, the Comptroller Ceneral of the
United States. or any of their authorized representative access to an1- books.
documents. papers. and records oICONTLACTOR uhich are directly pertinent to
this Agreement for the purpose of making audits. examinalions. excerpts. and
transcriptions. Also. both Parties agree to provide FEMA Administrator or his
authorized representative access to construction or other work sites pe(aining to
the *ork being completed under the Agreement.
ll.ll Oblieation bv the Federal Goyct4tnl4!. Absent lhe ex press w'ritten
consent by the Federal Govemment. the Federal Gol'emment is not a party'to the
Agreement and shall not be subject to any obligations or liabilities to the Cit).
CONTRACTOR. or any other party (whether or not a party to that Agreement)
pertaining to any matter resulting from the underlying Agreement.
12.12 CONTRACTOR agrees to include the above clause in each subcontract
tinanced in whole or in part with Federal assistance. It is further agreed that the
Page 27 of 69
Cttv of Danta Eeach D AM I Svstem I m oleme ntatbn
clause shall not be moditled. except to identil! the subcontractor who will be
subject to its provisions.
22.13 Compliance with Federal Law, Requlations, and Executive Orders.
This is an ackno*ledgement that t-ederal financial assistance will be used to fund
the Agreement only. CONTRACTOR will comply with all applicable t'ederal law.
regulations. executive orders. policies. procedures. and directives.
22.1.1 @C!94_S!e!9mSr{9. CONTRACTOR acknowledges that il U.S.C.
Chap. 38 applies to CONTRACTOR's actions pertaining to this Agreement.
22. I 5 Riehts to lnventions. CONTRACTOR agrees that if this Agreement results
in any coplrightable materials or inventions. the Federal Govemment resenes a
roy'alry'-liee. nonexclusile and irrevocable license to reproduce. publish or
otherwise use the copyright ofsaid materials or inventions for Federal Government
purposes.
2).16 DHS Seal, Loqo, and Flass. CONTRACTOR shall not use DHS (s).
logos, crests, or reproductions of flags or likenesses of DHS agency officials
without specific lederal pre-approval.
2l.l 7 Prohibition on Contractins for Covered Telecommunications
Equipment or Senices. As used in this clause. the temrs backhaull corered
fbreign country: covered telecommunications equipment or services:
interconnection arrangements: roaming: substantial or essential component: and
telecommunications equipment or sen'ices have the meaning as defined in FEMA
Policy 405-143-1, Prohibitions on Expending FEMA Award Funds fbr Covered
Telecommunications Equipment or Sen'ices (lnterim). as used in this clause.
22.17.1 Prohibitions. Section 889 (b) ot the John S. McCain National
Det'ense Authorization Act lor Fiscal Year 2019. Pub. L. No. I l5-
232. and,2 C.F.R. $ 200.216 prohibit the head of an execulive
agenc) on or afler Aug.l3. 2020. fiom obligating or expending
grant. cooperative agreement. loan. or loan guarantee funds on
certain telecommunications products or from certain entities tbr
national security reasons. Unless an exception described below
applies. the CONTRACTOR and its subcontractors may not use
grant, cooperative agreement. loan, or loan guarantee funds fiom the
Federal Emergency Management Agency' to:
22.17.2 Procure or obtain any equipment. s!'stem. or sen'ice that uses
covered telecommunications equipment or services as a substantial
or essential component ol any system, or as critical technology of
an) system:
22. I 7.3 Enter into. extend, or reneu an Agreement to procure or obtain any
equipment, system, or service that uses covered telecommunications
equipment or services as a substantial or essential component ofany
s) stem. or as critical technolog"v- olany system:
22. I 7.4 Enter into. extend, or renew contracts with entities that use covered
telecommunications equipment or services as a substantial or
essential component ofany system. or as critical technologl' as part
oi any systemi or
Page 28 of 69
Ctly af Danta Beach D AMt s.vsEa llldeDeDlo L
22.19 Reportins, RequAaqgnl. [n the event CONTLACTOR identifies covered
telecommunications equipment or sen'ices used as a substantial or essential
component of any system. or as critical technology as part ol an) s)'stem.
during Agreement performance. or the CONTRACTOR is notitled of such by
a subcontractor at any tier or b1' any other source. the CONTRACTOR shall
report the fottou,ing information to Cit-v: (i) Within one business dal f'rom the
date of such identification or notification: The Agreement number: the order
number(s). if applicable: supplier name: supplier unique entiry' identifier (il
knoun): supplier Commercial and Govemment Entit-v (CAGE) code (if
known): brand: model number (original equipment manufacturer number.
manufacturer part number. or u'holesaler number): item description: and an1
readill available iniormation about mitigation actions undertaken or
recommended. (ii) Within ten (10) business days ol submitting the
intbrmation to CitI CONTRACTOR sh all report: Anl" l-urther available
infbrmation about mitigation actions undertaken or recommended. In
addition. the CONTRACTOR shall describe the elforts it undertook to
prevent use or submission of covered telecommunications equipment or
serv'ices. and any additional elTorts that will be incorporated to prevent future
use or submission ofcovered telecommunications equipment or services. The
CONTRACTOR shall insert the substance of this clause. including this in all
subcontracts and other contractual instruments.
ll.l0 l)omestic Prel'ercnce for Procu rements. As appropriate. and to the extent
consistent with law. the CONTRACTOR should. to the greatest extent
practicable. provide a pret-erence fbr the purchase. acquisition. or use of
goods. products. or materials produced in the United States. This includes.
but is not limited to iron. aluminum. steel. cement. and other manuthctured
Page 29 of 69
22. I 7.5 Provide, as part of its pertbrmance of this Agreement, subcontract,
or other contractual instrument. any equipment. system. or senice
that uses covered telecommunications equipment or senices as a
substantial or essential component of any system, or as critical
technology as part ofany system.
22.1815q!!qe.
22.18.1 This clause does not prohibit CONTRACTOR from
providing: (i) A sen ice that connects to the facilities ofa third-parg.
such as backhaul. roaming. or interconnection anangements: or (ii)
Telecommunications equipment that cannot route or redirect user
data traffic or permit visibility into any user data or packets that such
equipment transmits or otherwise handles.
22.18.1.1 By necessary implication and regulation, the prohibitions
also do not apply to: (i) Covered telecommunications equipment or
services that: a. Are not used as a substantial or essential component
of any system; and b. Are not used as critical technology of any
system. (ii) Other telecommunications equipment or services that
are not considered covered telecommunications equipment or
services.
Ciy of Danta Beach D AM I Sysle m I m olem entaton
products. For purposes of this clause: Produced in the United States means.
fbr iron and steel products. that all manufacturing processes. from the initial
melting stage through the application of coatings. occurred in the United
States. Manufactured products mean items and construction materials
composed in whole or in part of non-t-errous metals such as aluminum:
plastics and poll mer-based products such as poll r'in1'l chloride pipe:
aggregates such as concrete: glass. including optical tlhel and lumber.
22.21 A{Iirmative Socioeconomic Steps. lf subcontracts are to be let.
CONTRACTOR is required to take all necessary steps identified in 2 C.F.R
N 200.321(bXl)-(5) to ensure that small and minority' businesses.
11 11 License and Dclive f Works Sub ect to Co t and l)ata ts. lfrl
applicable, the CONTRACTOR grants to City, a paid-up. royalty-flree.
nonexclusive. irrevocable, worldwide license in data first produced in the
performance of this Agreement to reproduce. publish. or otherwise use. including
prepare derivative works, distribute copies to the public, and perform publicly and
display publicly such data. For data required by the Agreement but not first produced
in the perfbrmance of this Agreement. CONTRACTOR rvill identill'such data and
grant to the City or acquires on its behalfa license ofthe same scope as fbr data first
produced in the performance of this Agreement. Data. as used herein. shall include
an1'uork subject to copl right under l7 U.S.C. $ 102. fbr example. anl uritten
reports or literary works. software and/or source code, music, choreography, pictures
or images. graphics. sculptures. videos, motion pictures or other audiovisual works.
sound and,/or video recordings. and architectural works. Upon or betbre the
completion of this Agreement, CONTRACTOR will deliver to the CONTRACTOR
data first produced in the performance olthis Agreement and data required by the
Agreement but not first produced in the performance of this Agreement in lbrmats
acceptable by CONTRACTOR. The CONTRACTOR warrants that there has been
no violation ofcopyrights or patent rights in manul'acturing. producing or selling the
goods shipped or ordered, ifany, as a result ofthis agreement and sen'ices provided.
The CONTRACTOR agrees to hold the City harmless f'rom all liability. loss or
expense occasioned by any such violation.
ARTICLE 23 - MISCELLANEOUS
23.1 Ownership of Documents: Reports. surveys, studies, and other data provided in
connection with this Agreement are and shall remain the property of CITY. whether or not
the project for which they are made is completed.
23.2 Legal Representation: [t is acknowledged that each party to this Agreement had
the opportunity to be represented by counsel in the preparation of this Agreement. and
accordingly, rhe rule that a Agreement shall be interpreted strictly against the parry-
preparing same shall not apply herein due to thejoint contributions ofboth Parties.
23.3 Records: CONTRACTOR shall keep such records and accounts and require any
and all subcontractors to keep records and accounts as may be necessary in order to record
complete and correct entries as to personnel hours charged to this engagement, and any
expenses for which CONTRACTOR expects to be reimbursed. Such books and records
Page 30 of 69
CtN of Oania Beach D Ai/l I Syslen lm plenentation
will be available at all reasonable times for examination and audit by CITY and shall be
kept for a period often ( l0) years after the completion ofall work to be perfbrmed pursuant
to this Agreement. Incomplete or incorrect entries in such books and records will be
grounds for disallowance by CITY ofany fees or expenses based upon such entries.
23.1 Assignments; Amendments: This Agreement. and any interests herein. shall not
be assigned, transferred or otherwise encumbered, under any circumstances, by
CONTRACTOR without the prior written consent of CITY. For purposes of this
Agreement. any change of ownership of CONTRACTOR shall constitute an assignment
which requires CITY approval. However. this Agreement shall run to the benefit of CITY
and its successors and assigns.
23.5 No Contingent Fees: CONTRACTOR warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for
CONTRACTOR to solicit or secure this Agreement. and that it has not paid or agreed to
pa) an)' person. company, corporation. individual or firm. other than a bona fide employ ee
working solely for CONTRACTOR any fee, commission, percentage. gift. or other
consideration contingent upon or resulting lrom the award or making of this Agreement.
For the breach or violation of this provision. CITY shall have the right to terminate the
Agreement without liability at its discretion. to deduct from the Agreement price, or
otherwise recover the full amount of such fee. commission. percentage. gift or
consideration.
23.6 Notice: Whenever any party desires to give notice unto any other party. it must be
given by written notice. sent by', certified United States mail. with retum receipt requested.
addressed to the party lor whom it is intended and the remaining party' at the places last
specified. and the places for giving of notice shall remain such until they shall have been
changed b1- writlen notice in compliance with the prol'isions ofthis section. Forthe present.
CONTRACTOR and CITY designate the lottowing as the respective places lor giving of
notice:
(.IT\':Ana M. Garc ia. CiN Manaqer
City of DANIA BEACH
100 W. Dania Beach Blvd.
DANIA BEACH. FL 33004
Telephone No.: (954) 924-6800, x3610
Email : agarcia@daniabeachfl .gov
COPYTO:Eve Boutsis. Ci t\Atl omc\
100 W Dania Beach Blvd.
Dania Beach FL. 33004
Telephone No.(954) 924-6800 x363 I
Email: Eboutsis@rdaniabeachfl .gov
Utility Solutions & Automation of Florida, LLC
1205 Tech Boulevard. Suite 106.
Tampa- Florida 33619
FIN/EIN:
CONTRACTOR:
Page 31 of 69
Cil.t of DanE Beach D AM I Svste n I n ple ne nlatta n
23.7
2-1.8
2-1.9
23.10
2-1.1 I
Binding Authoritl: Each person signing this Agreement on behalf of either pa$
individually warrants that he or she has full legal power to execute this Agreement on
behalf ol the party fbr whom he or she is signing. and to bind and obligate such party
uith respect to all provisions contained in this Agreement.
Headings: Headings herein are lor the convenience of refbrence only and shall not be
considered in any interpretation of this Agreement.
Exhibits: Each exhibit referred to in this Agreement tbrms an essential part ol this
Agreement. The exhibits. if not physically attached. should be treated as part of this
Agreement and are incorporated herein b1' relerence in order of prioritl' as described in
23.12
Severability: If any provision ofthis Agreement or application thereofto any person or
situation shall to any extent. be hetd invalid or unenforceable. the remainder of this
Agreement. and the application of such provisions to persons or situations other than
those as to which it shalI have been held invalid or unenforceable. shall not be af-t'ected
therebl. and shall continue in full force and eflect. and be enfbrced to the fllllest extent
permitted b), law.
Extent of Agreement: This Agreement represents the entire and integrated Agreement
betueen CITY and CONTRACTOR and supersedes all prior negotiations.
representations or Contracts, either written or oral.
Agreement Documents: The term "Agreement Documents" means and includes the
follorving. which are herebf incorporated by relbrence and made a binding part ol this
Agreement:
l. The Agreement (Artictes I - 23)
2. ExhibitsA-K
3. Contents of any attached file submitted as supporting documenrarion.
4. Guaranteed Read Program and Beacon MSA Sen,ice Agreements
5. [n the event oi inconsistency' or ambiguity among any ol the Agreement Documents.
the documents shall control the others in the above order olpriority
Waiver: Failure of CITY to insist upon strict perfbrmance of anv provision or condition
of this Agreement. or to execute any right there in contained. shall not be construed as a
waiver or relinquishment lor the future ofany such provision. condition. or right. but the
same shall remain in full force and eftbct.
Attorneys' Fees: In the event that either party brings suit fbr enforcement of this
Agreement. each party shall bear its orln attorney's t'ees and court costs. except as
other'"\'ise provided under the indemnification provisions set forth herein above.
Page 32 of 59
23.12
23.13
23-11
Contact:
Telephone No.
Email:
Ctr of Aanta Beach D AMI Svsten lm olenentaton
2-3. t 5 Protection of City Property: At all times during the perfbrmance of this Agreement.
CONTRACTOR shall protect CITY's Properry" fiom all damage whatsoever on account
of the work being canied on under this Agreement.
Counterparts and Execution: This Agreement may be executed by hand or
electronicalll in multiple originals or counterparts. each of uhich shall be deemed to be
an original and together shall constitute one and the same Agreement. Execution and
delivery of this Agreement by the Parties shall be legally binding, valid and eff'ective
upon delivery of the executed documents to the other part)' through facsimile
transmission, email. or other electronic delivery.
Compliance with Statutes: It shall be the CONTRACTOR's responsibilii,"- to be aware
of and comply' with all statutes, ordinances. rules, orders. regulations and requirements
ofall local, CITY. state, and federal agencies as applicable.
Scrutinized Companies: By execution of this Agreement. CONTRACTOR. its
principats or owners. certiry that they are not listed on the Scrutinized Companies that
Boycott Israel List. Scrutinized Companies with Activities in Sudan List. Scrutinized
Companies with Activities in the Iran Tenorism Sector list. or is engaged in business
operations with Syria. [n accordance with Section 287.135. Florida Statutes. as amended.
a company is ineligible to, and may not, bid on. submit a proposal for. or enter into or
reneu a Agreement uith any agency or local govemmental entitl- tbr goods or sen'ices
ot-:
23.18.1 An1' amount of. at the time bidding on. submitting a proposal for. or entering
into or renewing such Agreement. the company is on the Scrutinized
Companies that Boycott Israel List. created pursuant to Section 215.4725'
Florida Statutes. or is engaged in a bol cott of Israel: or
23.18.2 One million dollars or more it'. at the time olbidding on. submitting a proposal
fbr. or entering into or renewing such Agreement. the companl:
2r.18.2.1 [s on the Scrutinized Companies with Activities in Sudan List or
the Scrutinized Companies w'ith Activities in the lran Terrorism
Sector list, created pursuant to Section 215.473. Florida Statutes:
or
23.16
23.17
2-i. t 8
2t.t8.2.2 Is engaged in business operations in Syria.
23.19 [lqifo: CONTRACTOR certifies that it is aware of and complies with the requirements
of Section 448.095. Florida Statues. as may be amended from time to time and briefly
descrihed herein belou.
2-1.19.1 Delinitions lirr this Scction:
23.19.1.1 "Contractor" means a person or entit) that has entered or is
attempting to enter into a Agreement with a public employer to
provide labor. supplies. or services to such emplol'er in exchange
tbr salary'. wages. or other remuneration. "Contractor" includes. but
is not limited to. a vendor or Contractor.
Page 33 of 69
CiN ol DanB Beach D ALIL Sy s le LDple n e n tati o n
23.19.1.2 "Subcontractor" means a person or entity that provides labor.
supplies. or services to or for a contractor or another subcontractor
in exchange for salary. wages, or other remuneration.
23.19.1.3 "E-Verifr system" means an Intemet-based system operated by the
United States Department of Homeland Security that allou s
pa(icipating employers to electronically verifu the employment
eligibility of newly hired employees.
23.19.2 Registration Requirement; Termination: [)ursuant to Section 4.{8.095.
Florida Statutes. effective January l. 2021, Contractors shall register with and
use the E-Verifl s-ystem in order to verifl the work authorization status of all
newly' hired employees. Contractor shall register fbr and utilize the U.S.
Department of Homeland Security' s E-Verifr System to verifr the employment
eligibility ot
23.19.2.1 All persons employed by a Contractor to perform employment
duties within Florida during the term ofthe Agreement: and
23.19.2.2 All persons (including sub-vendors/ subconsultants/ subcontractors)
assigned by Contractor to perform work pursuant to the Agreement
with the Citl of Dania Beach. The Contractor acknouledges and
agrees that registration and use ofthe U.S. Depa(ment of Homeland
Security' s E-Verify Sy'stem during the term ofthe Agreement is a
condition of the Agreement with the Ciq' of Dania Beach: and
23.19.2.3 The Contractor shall comply with the provisions of Section 448.095.
Fla. Stat.. "Employment Eligibilitl,." as amended tiom time to time.
This includes, but is not limited to registration and utilization olthe
E-Verify System to veriry the work authorization status ofall newly
hired emplolees. Contractor shall also require all subcontractors to
provide an affidavit attesting that the subcontractor does not employ.
Agreement with, or subcontract with. an unauthorized alien. The
Contractor shall maintain a copl' of such atfidavit tbr the duration
olthe Agreement. Failure to comply will lead to termination of this
Agreement. or if a subcontractor knowingll violates the statute. the
subcontract must be terminated immediatell. Anl challenge to
termination under this provision must be tiled in the Circuir Court
no later than twenty (20) calendar days after the date of termination.
Termination of this Agreement under this Section is not a breach of
Agreement and may not be considered as such. If this Agreement is
terminated for a violation of the statute by the Contractor. the
Contractor ma) not be aw'arded a public Agreement fbr a period of
one ( I ) year after the date of termination.
SIGNATURE PAGE FOLLOWS
Page 34 of 59
DCtty af Daota Beach A M I Svslcm I h Dleme nl alhn
IN WITNESS OF THE FORf,GOING. the Parties have set their hands and seals the
da1 and year first r"ritten above.
CITY OF DANIA BEACH:ATTEST:
EI,ORA RIERA. MMC
CITY CLERK
ANA M. GARCIA. ICMA.CM
CITY MANAGER
DATE DATE
JOYCE L. DAVIS. MAYOR
DATE
APPROVED AS TO FORM AND LEGAL SI.]FFICIENC\':
EVE A. BOUTSIS. CITY ATTORNEY
DA'tE
Page 35 of 69
Aty ol Danta Beach D
ATTEST CONTRACTOR:
COMPANY NAME
SIGNATURE
SIGNATURE OF PRESIDENT
NAME
NAME OF PRESIDEN'I'
DATE
(CORPORATE SEAL)
DATt:
Page 36 of 69
Ctly ol DanB Beach D AM I Svste n I n ple ne ntalon
CORPORATE ACK\OWLEDGENTENT
STATE OF
COLTNTY OF
The foregoing instrument was acknowledged before me by means of o physical presence or tr
online notarization. this ol_. 20 . b1'on behall of
a . He/she is personally known to me or has
produced as identification.
NOTARY PLIBLIC
(Name of Notarl T1ped. Printed or Stamped)
Title or Rank
Serial number. if an1'
Page 37 of 69
)
)
Citl of Dan6 Beach D AM I Sysle n I n ple n e ntation
Exhibit A: Citl 's Request lbr Proposal (RFP)
The Citl Request tbr Proposals (-RFP") No. 24-01.1 fbr Advanced Metering Intiastructure
(AMI) [ntegration dated June 18, 2024 is included belolr'.
Page 38 of 69
Ctly af Danta Beach D AMl S vstcm lmDlcmcnrahoh
Exhibit B: Statement ol Work
Obtain and provide applicable intbrmation, data. consents. decisions and approvals as
required by CONTRACTOR to complete their responsibilities. within a reasonable time
fiame:
Help resolve project issues. and escalate issues within CITY's organization. as necessaryl
Work wift CONTRACTOR sales to complete meter and configuration tbrms in timely
manner to facilitate the hardware ordering process; and
Support the project change order procedure in a timely manner.
ln addition, CITY will provide access to the follo\t'ing personnel as needed during the
proj ect:
Field Point(s) of Contact: Generally, a tbreman or superintendent who can ans\ler or
approve general day{o-day inquiries that may arise as work progresses.
Finance / Billing Manager: Generally. the person who oversees monthly utility billing
efforts and senes as a contact to Tyler for the billing softuare. This person should be
Page 39 of 69
This Statement of Work ("SOW") is all work to be completed by CONTRACTOR (and its
subcontractors) as set lorth in this Agreement for the successful implementation ofa Badger
Beacon AMI system.
This SOW applies to the project encompassing the installation, setup, and deployment ofthe
AMI System.
By their authorized signature below. both Parties agree to this SOW and its content.
Project Organization
^) CITYResponsibilities
Prior to the start of the project, the CITY will designate a person (CITY's Project Manager) to
whom all communications from CONTRACTOR will be addressed, ard who will have the
responsibilit-v to act on CITY's behalf in all matters regarding this SOW.
CITY's Project Manager will:
r Serve as the interface between CONTRACTOR' project team and all of CITY's
departments and other CITY contractors participating in the AMI project:
Attend status neetings:
Ctty ol DanE Beach D AM I Sy ste m I n ple ne ntaltan
a
available to ans\rer integration questions and veri$ read data. The CONTRACTOR
Project Manager will coordinate r.l'ith this person prior to mass deployment to implement
the cut-over plan and ensure that bitling operations are not adversely impacted.
IT Staft': lnvoh'ement ma1 be required depending on backhaul configuration and end user's
computer contiguration (browser). lnvolvement and participation in integration elforts is
recommended and may be required in some cases.
b) CONTRACTORResponsibilities
Prior to the start of the project, CONTRACTOR will designate a person ("CONTRACTOR
Project Manager")to whom all communications from CITY will be addressed, and who will
have the authority to act on CONTRACTOR's behalf in all maners regarding this SOW. The
CONTRACTOR Project Manager shall be a person who is employed full+ime by
CONTRACTOR as a project manager. This role shall not be outsourced.
CONTRACTOR Project Manager will:
r Serve as the interface between CONTRACTOR' project team (inctuding their
subcontractors) and CITY's Project Manager;
o Review the SOW, and any associated documents, with CITY's Project Manager:
o Facilitate the project kickoffand planning meeting;
o Establish and maintain communications through CITY's Project Manager, as defined in
the section entitled "Pro.ject Procedures" belowl
Review and administer the Project Change Order Procedure with CITY's Project Manager.
as defined in the section "Project Procedures" below;
Coordinate and manage the proj ect activities of CONTRACTOR' assigned personnel:
Create and maintain the project schedule ensuring weekll progress updates are reflected
throughout the project implementation period.
Maintain an action items list on an ongoing basis throughout the duration olthe project and
insure timell completion of action items:
Maintain a central repository lbr project documents and provide appropriate access to this
repository for all project stakeholders.
Provide status reports and facilitate status meetings as agreed.
Page 40 of 69
DCiv of Dania Beach AM I S vslem I fi olementalon
c) Travel
CONTRACTOR work is performed both on-site and remotely as necessary. CONTRACTOR
personnel will be on-site for the project ptanningikickoff meeting. for system training, as needed
to support the Functional Verification. and as mutually agreed to with CITY.
d) Project Deployment
CONTRACTOR will provide active management olthe project by a CONTRACTOR Project
Manager. The Project Manager and project team are required to be highty skilled and involved in
day+o-day coordinating efforts for task completion and approved in advance by CITY.
e) Subcontractors
CONTRACTOR is responsible for the work of all subcontractors that it employs.
CONTRACTOR will use the following subcontractors:
o Pedal Valve. Inc. - water meter installation-
The fbregoing subcontractors are herebl approved b1'CITY. An1'other subcontractors must be
approved in writing in advance by CITY. All meter installation subcontractors shall use a single
Work Order Management System (WOMS) lbr capturing and transferring water meter exchange
data to CITY's billing s-vstem. A Call Center shall be established and utilized during the
installation.
2) Project Procedures
Project procedures describe communications. interface requirements. and means to control the
aclivities between clTY and the coNTRACTOR project team. CoNTRACTOR will use best
practices tbr project deployment which wilt be agreed upon by CITY prior to deployment.
a) Project Review Meetings
CITY and CONTRACTOR are required to participate in project review meetings that cover:
. status and schedule reviews.
o coordination of CITY's and CONTRACTOR' scope activities,
. exchange of technical information, and
o design reviews of future work to be performed by the project team.
These meetings will include CITY and CoNTRACTOR personnel as required to address the key
issues. To the extent possible. meetings will be conducted via conlerence calls or video
conferencing. The CONTRACTOR and CITY project managers will mutually agree upon the
frequencl,of these project meetings. The CONTRACTOR and CITY project managers will also
mutually agree to the timing, frequency. and location ofany face-to-face meetings.
Page 41 of 69
CN ol DanB Beach D AM I S ystem I m Dle me ntaton
b) Transmittal Revieu's
CITY and CONTRACTOR each will review and respond promptly to all questions and
correspondence to each other and when practicable within five (5) business days of submittal.
c) Demobilization
Following successful completion olmeter installations and acceptance, any leftover material
purchased by CITY will be retumed to CITY for shelfstock. Any rented storage or restroom
f,acilities will be retumed. Any CITY facilities utilized by installation staffwill be left in a tidy
presentable state.
3) Project Schedule
The following schedule shall be accomplished by CONTRACTOR within the time frame set
tbrth and detailed in Exhibit D: Initial Project Schedule
4) Guaranteed Meter Read
CONTACTOR shall provide 3 months of the Guaranteed Meter Read program ar no cost w.ith
the elfective serr,'ice period commencing after final system acceptance under the provisions
stated in the GRP Sen'ices Contract included in Exhibit K: Accompanying Documentation
Page 42 of 69
D AM I Svsten I n olenenlaUon
Exhibit C: Deliverables
l. All materials purchased by the CITY are shipped to the CITY and stored as agreed upon by
the Parties. The CITY resen'es the right to sample test any lot shipment received.
Notwithstanding the foregoing, risk ol loss and title to the equipment shall pass to the CITY
upon delivery. excluding the meters and endpoints delivered for Project which will pass to the
CITY upon successful installation and registration in the head-end application.
2. Customer Engagement
a) "AMI Day"
Should the CITY elect to host an "AMI Day" community event, USA/Badger u'ill attend
and staff a booth displaying product at the event with Dania Beach residents.
b) City Commission Meeting
CONTRACTOR will participate in CITY Commission meetings' as requested by CITY.
c) Customer Communication Materials
CONTRACTOR witl print advance notification customer communication materials. such
as postcards and door hangers. The content of these mailers uill be deleloped in
conjunction with the CITY. CONTRACTOR wilt manage the timing and mailing of these
materials to provide at least l4-dal notice to customers prior to installation.
CONTRACTOR witl provide recommendations fbr any additional marketing material
based on their experiences.
3. Water Meters & Water Communication Modules
CITY shalt purchase the meter quantilies at the prices specified in "Exhibit E: Pricing and
Pa_"-ment Schedule" of this Agreement. CONTRACTOR will deliver Badger E-series
Ultrasonic meters. Badger E-series Ultrasonic Plus meters with Integrated Valve. Badger
Recordall Turbo Series meters. Badger Recordall Compound Series meters. equipped with
Badger ORION modules as u.ell as ORION modules for the retrotlt ol identitied larger
Customer Omni and Zenner meters. according to a mutually agreed schedule.
When a meter shipment leaves the factory. USA./Badger will be responsible for ensuring
that two manufacturing files are sent to the CITY - one for inventory processing purposes
and a second for importing into the BEACON head end software. USA/Badger u'ill work
with the City to ensure the manufacturing file fields contain the necessary information to
allo\^' for inventory management.
Badger ORION communication modules have a pro-rated 2O-year warranty including the
battery'. Warranty details are covered in Exhibit J: Wanantl and RMA Process ORION
modules will be configured to record l5 minute inten'al data which is transmitted to the
head end utilizing a customized call-in schedule while maintaining the 20-year \4'arrantv.
Page 43 of 69
DCN or Danta Eeach AM I S vstem I m Dlem e ntaton
ORION modules *ill also provide mobile back-up read capability and this capabiliq shall
be tested as part olthe delivered solution.
CONTRACTOR will also work with the CITY to retrofit select Sensus OMNI large water
meters (2 inches and above) ensuring successful billing reads and interval data are retrieved
l'rom the meter as well as applicable alarms (where possible).
4. CommunicationNetuork
CONTRACTOR shall utilize a local Cellular provider network to provide reliable tw,o-way
communications to 100% of all Available Meters and proposed non-metering devices located
within the CITY's service territory. CONTRACTOR has performed a Cellular Coverage
Analysis (CCA) to confirm adequate cellular coverage. Costs associated with these meter
communications are included in the annual SaaS support provided by CONTRACTOR.
Meter gro*1h ofup to 2 7o per year is also included.
All network communications shall be encrypted and occur over private network. using
MultiProtocol Label Switching or MPLS-based VPN services.
5. Head-end applications
CONTRACTOR shall provide the BEACON AMA software suite lcloud-based Software as a
Sen'ice lSaaS) hosted bl Amazon Web Services (AWS)) accessed securely through a standard
intemet browser. BEACON AMA shall support customizable dashboards and alert conditions
and shall integrate into CITY's existing systems using either flat file transfers (CSV) or web
service API commands.
CONTRACTOR shall provide the EyeOnWater customer engagement web portal and
smartphone apps supporting iOS or Android devices. EyeOnWater shall support a single sign-
on fiom the CITY's existing Tller Customer Portal and vice versa such that logging on to
either portal allows a single click to go to and be logged onto the other.
CONTRACTOR shall validate on-demand commands operate as designed ensuring:
a. On Demand Reads are configurable to report in on a call-in schedule determined by
CITY to coincide with high demand periods during office hours and be no older than
three hours.
b. Disconnect operations can be batched (with no-limit) and are processed in line with
the module's call-in schedule.
c. Reconnect operations are processed in an accelerated call-in schedule (every tuo
hours within the first five minutes of every odd hour fbr the following tive days).
CONTRACTOR shall rvork with CITY on the porenrial incorporation of Badger's non-
metering devices including ATi, s::scan. Syrinix. and Telog products. The CITY is particularly
interested in pressure monitoring and acoustic leak detection. To the extent that an1 of these
Page 44 of 69
Cttv of Danta Beach D AM I Svstem I m olementalon
solutions are not fully integrated into the BEACON software suite. CONTITACTOR wilt keep
the CITY advised as to their integration status as well as w-ork uith the CITY to incorporate
these and any other future non-metering devices as part of an integrated solution (u'hen
available). All such devices. where 1'easible. shall be able to be tested utilizing the system test
fixture.
6. Software as a Service (SaaS)
CONTRACTOR shall provide CITY r.r'ith Software as a Service (SaaS) to host the BEACON
AMA software suite and any other current or tlture head-end applications as described in
Exhibit H: Soft*are as a Service (SaaS).
7. Handheld Field Tools
CONTRACTOR shall provide CITY with IR and RF troubleshooting field tools including the
supporting ORION Endpoint Utility software to allow CITY staff to troubleshoot and obtain
manual reads as required. Quantities are as
tbllo,* s:
8. Svstem Test Fixture
CONTRACTOR shalt provide CITY with a system test tlxture. which shall be suitable as a
ptatform for in-depth training of CITY personnel and system testing.
This fixture shall be abte to be read by the to be deployed network and head-end system and
provide a platlorm to give demonstrations olsystem capabilities in various venues such as
CITY commission meetings or customer engagement "AMl day". The fixture is not meant to
be used for meter accuracy testing but shall support system testing oi
. New firmware releases prior to field installation.
o Billing and other integrations prior to field rollout.
I Testing of new third-party devices offered by coNTRACToR and their sub-suppliers
The fixture shall support the following general requirements:
o Fixture shall consist of a portable. wheel mounted. frame with a self'-contained water
resen'oir. pump. valves. piping. etc. capable of generating forward and reverse water
flow though the meters under test. Configuration must allow testing of all meter
functionalitl' (reverse flow. empty pipe. etc. included in supplier's proposal) for meters
up to I inch at least.
o Ability to test multiple meters (3 minimum - 4+ preferred)
Page 45 of 69
DCtly ol DanB Beach A M I S yslen I n plen enlata n
. Fi\ture shall support meter sizes of up to I inch. Larger sizes to be supported as can be
reasonably designed and would provide added value.
. Ability to test each q'pe of non-metering field device to be deployed as part of the
project or was offered as an option .
All meters and devices that can be reasonably' tested in the fixture shall be representative ol
the devices that u'ill be installed in the field, and configured to the CITY's requiremenrs.
This text flxture is a project deliverable and becomes propert) ofthe CITY.
9. System Integration Services
CONTRACTOR shall provide software integration senices in rhe areas listed below. The
technology provider (Badger) shall be an integral part olthe integration etlort and shall
suppll a prime resource to oversee the entire integration effort including statement ofuork.
design, development, Functional System Acceptance Testing (FSAT) and final acceptance.
The fbltowing software integrations shall be supported:
o CIS & Billing: Software integration shall result in the automatic transf'er of all
pertinent data betqeen the AMI system and the CITY's existing Tyler Neu.World
billing sy'stem as approved bl the CITY.o Work order Management System (WOMS): CONTRACTOR shall integrate their
field installation WOMS with the CITY's Tyler billing system to allou fbr the
automatic transf'er of all pertinent meter exchange intbrmation in support lbr the
CITY's billing operations.
o Customer Portal: Contractor shall provide a softuare integration betueen the AMI
system and the City's Tyler Customer Portal.o Single Sign-On Capability: Contractor shall prol.ide single sign on capabitity for Citl-
staff who access the BEACON head end system and EyeOnWater customer portal.r GIS LAT/LON integration: CONTRACTOR shall collect CIS LAT/LON data ibr
each meter install and include this data as part of the CIS or WOMS integrations. The
integration design shall also support any installations done by the CITY not utilizinB
the CONTRACTOR's WOMS. The integration shall also support upload of meter
LAT/LON data into the CITY's existing ESRI ATcGIS system.
Complete FSAT requirements are defined in ltem #12
10. Training:
CONTRACTOR shall provide training to CITY personnel that includes at least the following
topics using their "demonstrate and leam" training process:
o Overview oithe AMI product and head-end software
Page 46 of 69
Ctty at Danta Beach D A M I S yslem I m pleme ntatbn
o System operations and troubleshooting which includes interaction befween the
endpoints and the netuork. the network and the AMI head end, and interaction between
the AMI head-end and other system components such as the EyeOnWater customer
portal.
e ldentification, management. and resolution ofevents and alarms
o Usage ofthe Tyler billing system integration & billing cycles
o Meter Installation
o Meter Trouble Shooting
o Meter configuration
r Handheld usage
e Network components
o Installation and maintenance procedures
o Post-deployment maintenance of key field data such as meter LAT/LON by CITY
There will be no cap on the number of CITY personnel who can attend the training'
Training will be available in two phases:
o Phase 1: Three-day prerequisite training for all users
o Phase 2: Three-day BEACON AMA Software Training conducted three to six months
of using the BEACON AMA system. This session or a portion thereof can also be used
to new users.
For training at CITY facilities. CITY will provide the tbllowing equipment:
. Projector or Similar Display Screen
o Wi-Fi / High Speed Intemet
. Adequate seating for projected attendees
. Student computers for practical instruction, ifapplicable
Relresher training and training for new employees will be available online. on-demand lor
CITY employees on an ongoing basis as needed.
I l. Meter Installation
General Provisions:
CONTRACTOR shatl provide meter installation services delivered by Petal Valve. Inc. Use
ofany other meter installation subcontractor requires approval from the CITY.
CITY will supply a list of medical do not disconnect customers to CONTRACTOR.
CONTRACTOR will manage meter installation in accordance with the requirements of the
CITY and needs ofthese customers.
Installation subcontractors shall have all training and documentation needed to be able to
execute sat'e high-quatity installations ofall devices. All installation technicians shall go
through extensive qualification training and testing betbre entering the field and will be
Page 47 of 69
Cttv al Danta Beach D Svstcm lhDlcmPnlelion
subject to independent QA/QC checks conducted by the installation subcontractor and/or the
CITY.
CONTRACTOR will supply all required field installation tools including handhelds.
CONTRACTOR and CITY will develop a strateg)'to avoid billing interference during the
installation process and manage the transition from current routes to AMl.
CITY u'ill provide CONTRACTOR uith all required premise data to successtully perlbrm
the meter exchange initially and tbr data refreshes throughout the installation period on a
mutually agreed basis. Specific data fields to be defined and tested as part ofsystem
integration acceptance prior to mass tleld deploymenl.
All required meter programming specifications will be established jointly by
CONTRACTOR and CITY prior to commencing the uork.
CONTRACTOR shall collect LAT/LON location data at the point olthe physical meter
(with accuracy of up to '10 ft of the meter location) with a resolution ol6 digits. CITY uill
uork uith CONTRACTOR to determine the preferred method for collection olthese location
coordinates as part of the project implementation. Collection of suitable LAT/LON
coordinates for each meter is considered an integral part of the definition of a successtul
meter installation fbr invoicing purposes.
CONTRACTOR shall collect all agreed data and photos as part of the installation process.
All such data shall be available for the CITY's inspection via the subcontractor's WOMS and
shall be easily- searchable within the WOMS system.
At the completion olthe installation portion of the project, CONTRACTOR will mainrain
access to all installation related documentation (pictures. notes. etc.) and their WOMS system
for a period of3 months after the conclusion ofthe deployment. After that period.
CONTRACTOR will provide all documentation (e.9. pictures) appropriately ragged to allor!'
fbr easy retrieval as required by the CITY. CONTRACTOR will then purge atl CITY
specific data including photos from its system and handhelds ar the end olthe installation
warrantv period. CONTRACTOR shalt not purge these data without prior notification of and
approval by CITY.
Background Checks and Drug Testing:
CONTRACTOR shall perfbrm a criminal background check. a driver's record check. a
citizenship check and a drug test on all installation subcontractor employees. both before
employment and randomly during deployment.
WOMS System:
Installers shall be directed by CONTRACTOR using a mobile workforce order management
system (WOMS) to manage the meter deployment. CONTRACTOR uill facilitate a secure
connection bet\.!'een the WOMS and CITY's CIS system to ensure that these systems stav
synchronized throughout the deployment process. The WOMS system shall also be used in
Page 48 of 69
City ol Oanta Beach D AMI Svsten I mplenentalton
supporting field processes such as meter inventory management, QA/QC, customer
appointment. complaints. etc.
CONTRACTOR shall use handhelds capable of scanning meter/module bar codes and the
WOMS must include processes that ensure that the bar code of the installed meter/module is
scanned post-installation such that the data export to CITY billing system is ensured to
contain the correct meter to customer correlation. This process must also ensure proper
correlation of meter communication module serial number to water meter bodv serial
number.
MeterMaterial Receipt Inspection:
The CITY will provide a secure area and two Conex storage trailers (estimated 40ft x 8ft) as
well as an office space to be used by CONTRACTOR. The secure area shall allow up to l5
vehicles to stage inventory for daily use and retum inventory at the end ofthe working day.
Ovemight parking for installer vehicles is not required.
CONTRACTOR will inspect and receive inventory. noting any shortages or damages on a
signed Bill of Lading. All necessary- equipment to unload and maneuver shipments (e.g. fbrk-
litl, pallet jack. etc) witl be provided by CONTRACTOR. All received inventory \l'ill be
loaded into WOMS bl uay of an inventory file or b1'wa1 of bar-code scanners.
All received material will be stored in the secure storage area provided by CITY with locked
access to the contents ofthe Conex storage trailers. Risk ofloss will remain with
CONTRACTOR until the Project meters and endpoints are successtully installed and
registered in the head-end application, at which time they will then immediately transt-er to
CITY per an agreed documented process to be defined early in the Agreement period.
Material Issuance to I nstallers:
CONTRACTOR will pick, stage, and distribute inventory to its staff daily based on the
equipment needs associated with u'ork. All distributed inventory will be assigned to the
respective staff in WOMS.
Qualif;- Assurance of Field Activities:
CONTRACTOR will provide a Senior Field Operations Manager and a Working Field
Supen isor who *'itl physically QA both completed work and Standard Operating Procedures
(SOPs) in the field. They will QA SOPs in real time in addition to auditing completed work
so that their management team can provide coaching ilnecessary and identifu/correct
negative trends as soon as possible. Phy'sical QA checks will be conducted randomll across
installers tbr at least 2o/o of all installations. In addition, CONTRACTOR will photo QA
100% olall required installation photographs that it captures in the field as part of PVI's in-
house QC program in order to validate the meter attributes and installation is completed per
PVI's standards belore data is transfened to CITY's CIS.
f'all ('enter:
Page 49 of 69
Ctly ol Danta Beach D AMI Svslem hplementalpn
CONTRACTOR will provide a call center during the deployment period. to provide
customer service. appointment scheduling. managing and recording customer complaints and
customer claims. The call center shall be available 24171365. Call transcripts or audio
recordings shall be made available to the CITY upon request fbr inspection ofany select or
random number of calls throughout the deployment.
The call center will track and noti8, CITY regarding any customer complaints and issue
resolutions. Resolution of all customer complaints will begin within in one hour of the
receipt of a customer complaint. The call center will schedule an appointment rvith the
customer to investigate any complaint or claim within three days. All claims will be
processed and closed within t\l'o ueeks (customer rvilling). All open claims rvill be reported
to CI-[Y weekly during a weekly project status meeting.
Due Diligence Process:
CONTRACTOR will conduct a due diligence process based on three physical attempts
(leaving door hangers at each attempt) and thee phone attempts (one after hours). The CITY
and CONTRACTOR will mutually agree on the proposed sequence of visits and calls as well
as duration between events. Modifications to the process u'ill be made to account tbr
customers that do not have valid contact information in the CITY's CIS system. Call
attempts for scheduling are independent ofany tield acti!ity or installer presence and
appointments are only strictly affected by billing blackout or the customer's availability to
pertbrm the installation. Accounts that have completed alI the due diligence steps (3 physical
visits. 3 calls) but have not been able ro be installed shall be retumed ro the CITY (RTU) and
an applicable lee (as specified in the Pricing worksheet) shall be administered.
CONTRACTOR shall provide WOMS documentation fbr these accounts demonsrraring all
completed steps.
RMA
CONTRACTOR shall be responsible for RMA olproduct found to be defective during the
relevant product's installation. CITY shall be responsible lbr RMA olproduct that tails or
has a suspected failure after successful installation and activation for CITY.
CONTRACTOR will follow the RMA procedures outlined in Exhibit J: Warranty and RMA
Process and note inventory that has been designated as RMA in WOMS or BEACON head-
end system. CONTRACTOR shall train CITY on the use of the RMA process.
Utility Inten,ention Required (UIR) and Return to Utility (RTU) Process:
CONTRACTOR ra'ill notifl CITY in real time, and site anomalies will be photo documented
in WOMS if the installer is unable to complete work due to an). reason requiring Utilitv
intervention. Examples incl ude:
o An unsafe or abnormal operating condition is identified
. A permanent obstruction is present
o Pre-existing leaks
Page 50 of 69
D AMI Svslen I m Dleme ntaton
. A customer reltses service
o Er idence of theft or tampering is present
o The installer finds that the work order is found-complete upon arrival
o The installer is temporarily unable to access the meter location.
Once the issue has been relerred to CITY. CITY shall use its best efforts to resolve the UIR
item. lf CITY intenenes and resolves the issue rvithin l0 business days of the issue being
referred to CITY. CoNTRACT0R will complete the work as planned using the Due
Diligence process ilrequired to complete the installation. If CITY does not resolve the issue
within l0 business days, CONTRACTOR will retum the work to the Utility (RTU) fbr
completion by CITY. The CITY may also. after initial inspection. choose to mark the
account as a Retum to Utility (RTU)*'ith no further CONTRACTOR action.
Safetl and Protective Equipment Requirements:
CONTRACTOR shall only use installers that have completed a mandatory documented
safetl program. This includes OSHA required training as well as safe driver training.
Major safety'issues and all accidents will be reported to CITY immediately along with a
fbllou'up root cause analysis and measures taken to address the issue and prevent
reoccurrence. Using tbrms and processes to be mutually defined between CITY and
CONTRACTOR prior to starting any field installation uork. Minor safety issues or accidents
and/or near misses will be reported weekly during project status meetings. CITY reserves
the right to issue a s tand down at no cost d uc to excessive or siunificant sat-ett violations.
Installers and any other CONTRACTOR field personnel will use the tbllowing personal
protective equipment. signage. and ID:
o Dress: Field personnel witl be uniformly dressed in Sal'ety Orange Shirt or High Resolution
Safeq' Vest. Steel Toed Work Boots. Cloves.
o Vehicle Signage: Installation personnel shall drive vehicles that are clearly identifiable
r.r'ith specific signage that is reviewed and approved b1' CITY.
o lD: Installers shall carry and disptay ID badges approved by CITY.
Personnel Behavior:
Ever-r project team member and installation personnel is expected to treat CITY staffand end
customers with the upmost respect and care. CITY shall have the right to deny access to
CITY property to any team member or installer and request their removal from the project
for anyone that does not meet this standard ofcare or lor any other reason deemed
detrimental to the project or the CITY'S stafflcustomers.
Scrap Materialsl
CONTRACTOR shall process all scrap meters (i.e. storage. disposal. recycling etc.) and
CITY-owned scrap materials on a mutually agreeable periodic basis. Al[ disposal permitting
and handling ( including batteries) shall be the responsibilit-v- ol CONTRACTOR.
Page 51 of 69
Civ 6f Danta BPa.h D AM I System I m plementaton
CONTRACTOR shall provide acceptable scrap value of materials with the preferred method
for such a credit being offsets towards outstanding invoices
The lbllowing per unit salvage credit shall be applied:
Unit Sah'age
5,'8"
3t4"s1.50
I $2.00
1.5"$5.00
2 $8.00
J s 15.00
+
6"s25.00
ti"s30.00
10"$35.00
\! ater Metcr I nstallation:
CONTRACTOR shall ensure that water AMI meters are readable from the head-end svstem
post-installation before invoicing.
CONTRACTOR shalt perform meter retrofits (install ORION Cellular communication
module) on a select number of agreed Sensus OMNI and Zenner ZSIJ large meters (2 inch -
6 inch). Retrofit meters shall be readable lrom the head-end system post-installation before
invoicing.
CONTRACTOR shall obtain before and after photos for all meters. Photos shall include clear
views of meter register reading and serial number. All photos will be time stamped and
geotagged.
CITY may wish to have CONTRACTOR perform other general water meter installation
uork. such as pit replacement or pit cleaning. CONTRACTOR shall have a process tbr
accepting work orders for this work, which will be pertbrmed at the rates set forth in Exhibit
E: Pricing and Payment Schedule.
CONTRACTOR must include opening any isolation valve that was closed for installation
(like curb stops and verifo flou'and meter registration (if possible b1- opening hose bib or
other user controllable flow mechanism)
Non-Metering Network Device Installation:
CONTRACTOR shall have a process to ensure any non-metering netw,ork device is
communicating with the head-end system post-installation before invoicing. Appropriate
installation photos and any supporting documentation shall be collected as mutually agreed
prior to deployment.
Page 52 of 69
Size
$1.50
$20.00
DCN ol Dana Beach AMI Svsten lnplenenlaran
Supporting Documentation:
CONTRACTOR will provide a Visio system diagram of the plan. from head-end system
down to field devices. An "as-built" update of this Visio diagram will be provided prior to
project closure.
A futl complement of operator's manuals, installation instructions, and related materials will
be fumished as part of the training.
12. System Acceptance & Performance:
F'unctional Svstem Acce otance Testins ( FSAT)
CONTRACTOR will submit an FSAT test plan to allow CITY to veri$ the tunctionality
deflned in the project specilication inclusive ofintegrations to CITY s) stems as specified.
CITY shall have the right to review this plan and require changes before approving it for use.
If an1'special test equipment is needed to exercise a system function. CONTRACTOR shall
loan such devices to CITY lor the test duration.
This test uill cover. at a minimum. the tbllowing items:
. CommunicationNetwork
o Residential and commercial water meters
o Non-metering devices
o Daity read schedule, including interval data
. On-request reads and connecl/disconnect operations
. Appropriate alarms/event indicalions (e.g. reverse flow, leak etc.)
o Process of updating the CIS with meter exchange data from the installer WOMS
r Billing
. Customer Portal
The S)'stem Test Fixture will be used to facilitate this test supplemented uith a Iery small
number olselect "friendly" field installs ildesired by the CITY. FSAT completion and
acceptance must occur and be signed off by the CITY obtained prior to the start ol field
deployment. Any exceptions or conditional passes must be approved by the CITY.
Svstem Acc eDtance Test SAT )
CONTRACTOR will submit a final SAT plan to allow CITY to veriff the functionalitv-
defined in the project specification inclusive of integrations to CITY systems as specified
u'ith the vast majorit-v of fleld meters deployed.
Final acceptance testing will be conducted when 95%o or more of meters and field devices are
deptoyed and shall confirm operational readiness ofthe sl stem and resolution ofany'
outstanding issues from the initial testing. CITY shall have the right to review this plan and
require changes before approving it lor use.
Onsoinu Svstem Perform ilnce
Page 53 of 69
D AM I Syste m I m plene ntalnn
The BEACON AMA head end system uill provide a number olmonitoring and real time
performance screens that can be tracked by CITY to verif the s)stem's pertbrmance.
The BEACON AMI system will provide 1007o coverage for all of CITY's available meters.
uith redundancl coverage for all available meters.
Missing reads liom Available Meters shall automatically be collected by a retry strategy that
ensures that 100% of register and load profile data tbr any given day are read within 3 days.
On-demand reads from the head-end system shall return the latest read received from the
communication module based on a customizable read schedule that will be tailored to render
the most current read in line with peak customer service interaction times. CONTRACTOR
shall work *ith CITY billing staffto optimize the read schedule.
Water meter disconnect requests will be processed within 6 hours (depending on the CITY's
read schedule) and reconnect requests will be processed within 2 hours utilizing the modules
priority read sequence triggered by the closing ofthe integrated valve.
S 'stem Avail ili
CONTRACTOR guarantees 99% or higher availabiliry" (uptime) for the Softw.are as a Service
excluding scheduled downtime as described in Exhibit H: Software as a Service (SaaS)
Firmware Upgrades
All flrmu are upgrades to be iully vetted by Badger Engineering prior to deployment and
deplol'ed/monitored by the Engineering team. Firmraare upgrades shall not impede normal
operation and shall be conducted without the need olCiw stalL
Page 54 of 69
Cttv of Dania Beach D AM ! Sv ste m I fi olefi e ntalon
Exhibit D: lnitial Project Schedule
CONTRACTOR. CITY, and CONSULTANT will develop a mutually agreeable project
schedule within 2 weeks post the project kickoff.
A preliminary- milestone schedule is provided below:
Head End Application
Setup / Managed
Sen'ices Setup
#Description
Duration
(Cal.
Da1's)
Duration
(Weeks)
Duration
( Months)
Est
Start Date
Est
Comp.
Date
I
Meter Contiguration
Finalized ll 2 0.5 11fit1024 I t/15/202.1
l
System Text Fixture
Development / Utility
Approval l8 .1.0 0.9 l0/18/2024 tUt5t2024
System Integration
Specifi cation Documents
Delivered 28 .+.0 0.9 l0/l 8/2024
-+
Draft System Test Plan i
FSAT Test Plan
Delivered l8 0.9 t0t18t2024 t1fi512024
5
Test Plan Acceptance by
City 12 6.0 1.4 I 0i I 8/101.+1U2912024
6 Signed Contract 0 0.0 0.0 1212t2024 12t2t2024
7 Otticial I'roj ect Kickotl'0 0.0 0.0 t2t9t2024 12t9t2021
It
Place Material
Order/Activate
Subcontractor Agreement
u'ith PVI 0 0.0 0.0 1212t2024 t)t)t1021
9
Intertace File
Development 69 oo 2.3 12t3t20.4
It)
Database Set Up - Pedal
Valve for WOMS 69 9.9 2.3 12t3t2024 2fi0t2025
il
Deployment Planning /
Readiness r0l r -+.-+-r.J 11t1t1024 2n012025
ll
Text Fixture Deliver /
Training I 0.1 0.0 t21r6t2025
l-l
Beacon Interface File
'l'esting / Acceptance l 0.6 0.1 v27 t202s
l+
lnstaller WOMS File
Testing / Acceptance l 0.6 0. I 1127t2025 u3v2025
l5 I 0.1 0.0 1^0t2025 2nv2025
Page 55 of 69
lLt1512024
4.0
2,r012025
12n712025
1 /3 I /2025
Ciy ol Danla Beach D AM I Svstem I fi pleme ntatbn
#Description
Duration
(Cal.
Days)
Duration
(Weeks)
Duration
( Months)
Est
Start Date
Est
Comp.
Date
l6 Materials Deliven'70 10.0 121217024 2^012025
l7
System Integration
develop FSAT Execution -+0.6 0.1 2t1U2015 2115t2025
l8
Installation Team
Deployment l-+0 20.0 .1.6 ?fi0t2025 6t30t2025
l9
S1-'stem Training
Software, Hardware.
lnstal[, Troubleshooting 5 0.7 0.1 ).n012025 2t15120?.5
l0
Meter Deployment and
Daily Data Export
WOMS 133 19.0 -1..+2n7t202s 613012025
ll
Customer Engagement
Event 0 0.0 0.0 3/12025 3nt2025
22
Punchlist & Final
Commissioning I8 ).6 0.6 6123/2025 7fiU2025
ll
Full Deplol ment
Acceptance ll 1.6 0.4 7fi12025
ll Demobilization l 0.1 0.0 7nI12025 7/12t2025
Total Duration 267 t8 19.0
Page 56 of 69
6130t2025
Cty of Dania Eeach D A M I Syste m I m ole me ntalrcn
Exhibit E: Pricing and Payment Schedule
Project Pricing is in accordance to submitted pricing in "USA - Attachment C - Dania Beach
AMI RFP Pricing Worksheet I I -2-2024" included in Error! Reference source not found.
Field meter and device installation payments are govemed by this Exhibit E. System payments
are govemed by passing the initial and final acceptance testing as described in Exhibit C:
Deliverables.
The CITY shall make payments as set forth herein.
I ) Equipment Payments
a) Invoices for all Field Devices (excluding meters and communication endpoints
purchased in Project phase) and any other goods sold by CONTRACTOR hereunder
shall be delivered along with the relevant goods. lnvoices for equipment are payable in
pursuant to the Florida Prompt Payment Act. Chapter 218, Ftorida Statutes.
2) Meter Installation & Retrofit Payments
a) Billing Frequency: Meter Installation & Retrofit invoices shall be submitted no more
often than once a month for previously completed successful installations. All associated
hardware and labor items are to be included as applicable:
. Meter and Communication module hardware
. Bulk metering and Non-metering edge device hardware (as applicable)
. Mailers/door hangers
o Installation labor charges
r Field Project Management charges (per month)
. Field remediation services
. Meter disposal credits
b) Supporting Documentation: CONTRACTOR shall submit supporting documentation
vatidating the installation was deemed successful. This includes:
. Report from the head-end system listing each meter (lD) that is being invoiced.
communication module (lD), site address. last reading date. meter size.
LAT/LON coordinates. Successful installations are deemed those that have
successlully read within the last 5 days (for the purposes of invoicing), and have
valid LATi LON coordinates in accordance to system requiremenls.
Pa1'ment Becomes Due: Thirg'days after presentation ofthe inl'oice and supporting
documentation to CITY, the amount will (subject to the provisions olthis article) become
due. and u'hen due r,r'ill be paid by the CITY to CONTRACTOR.
a) Reduction in Payment:
3)
Page 57 of 69
attv dl Dehta Bpa.h D AM I S vstem I n Dlemenlatbn
i) CITY may refuse to make payment of the full amount because:
a. claims have been made against the CITY on account ol
CONTRACTOR's perlormance or fumishing of the Work:
b. liens have been filed in connection with the Work, except where
CONTRACTOR has delivered a specific bond satisfactory to the CITY to
secure the satisfaction and discharge of such liens:
c. there are other items entitling the CITY to a set ofTagainst the amount
recommended: or
d. CITY has issued a notice of breach to CONTRACTOR and
CONTRACTOR has not cured the breach within l5 days of the notice.
ii) Ilthe CITY refuses to make payment of the full amount. the CITY will
give CONTRACTOR immediate written notice (wirh a copy to the
CONSULTANT) stating the reasons for such action and promptly pay
CONTRACTOR any amount remaining after deduction of the amount so
u'ithhetd. The CITY shall promptly pay CONTRACTOR the amount so withheld.
or any adjustment thereto agreed to by the CITY and CONTRACTOR, when
CONTRACTOR remedies the reasons for such action.
CONTRACTOR's Warranty of Title: CONTRACTOR warrants and guarantees that
title to all Work. materials. and equipment covered bv any Apptication lor Paymenr will
pass to the CITY upon the CITY's acceptance of the installation
.+)
5) Payment terms:
The following payment terms apply:
Itcm Payment Descri ption Time Fame fbr Proposed Invoice
I NaaS One Time Setup !\ron completion
l Sl stem Test F irture !\ron delir,'ery & setup validation
-)Meters. Intelligent Edge Devices. and
Communication Endpoints ( Hardu are )
Monthly' fbllowing successful installation
-+Monthly following successful inslallation
)Mailers/Door Hangers Monthlr lollou in g successful installation
6 t ield Remediation Serr ices Monthll' fbllowing successtul installation
7 Meter Disposal Credits Monthll lbllon'ing successl'ul installation
8 Non-metering edge devices Upon FSAT acccptance
9 Installation Materials (meter boxes. lids.
etc. )
Upon delivery
l0 Field Installation Pro.ject Management Monthll firllou ing successtul installation
ll System Integrations Upon FSAT acceptance
Page 58 of 69
Field Meter. Intelligent Edge Devices.
Installation & Retrofit Services
Ctfl of DanB Beach D A M I Svslcm I n Dlcmc nl alnn
Itenr Payment Description Time Fame lbr Proposed Invoice
1l 'f raininu Upon completion
li Business Process Support (-lpon completion
1-l SaaS Sen'ices (Year I )At start of mass deployment (yearly fee
pro-rated)
l5 SaaS Sen,ices (ongoing)Paid annually' in advance prior to
coverage anniversary
t6 Guaranteed Read Program ( if selected)Paid annually'. quarterly. or monthly at
the discretion of the Citl
Page 59 of 69
Ctt/ of DanB Beach D AM I Svsle h I rh Ale m e ntation
Exhibit F: CONTRACTOR Proposal
CONTRACTOR Proposal and submitted forms are included here:
USA Attachment B - Technical Response
Vendor Solicitation Response
Preliminary Certif-rcates ol Insurance
Pricing Worksheet
Page 60 of 69
Citv of DanE Beach D A M I Svsle m I fi oleme ntalbn
Exhibit C: Cellular/Communication Provisions
Not applicable.
Page 61 of 69
Citv ol DanB Beach D A M I Svstefi I m pleh e ntatbn
Exhibit H: Sottuare as a Sen ice (SaaS )
CONTRACTOR shall provide SaaS services to manage head-end software and its associated
hardware on an ongoing basis tbr a period ol l0 years. renewable thereafter to 20 years as
described in the BEACON MSA Template included below. The SaaS agreement must be
executed by Badger as the provider ofthe service.
Page 62 of 69
Ctty of Danla Beach D A M I Svste m I m Dle me ntatrcn
Exhibit I: Technical Support
a. Technical Support is provided to our customers through our certified Badger Meter trainers.
These individuals can be contacted directly on their cell phone, through email, via the USA
account manager, or by phoning our offlce in Tampa, Florida or Rockvale. Tennessee. Badger
Meter Technical Support is also available to our customers. Technical Support is atailable 2417
365 days per year.
b. Incident Classifi cation:
o Level I - Non-Critical Issue that has low to no impact on business operations Response
within 24 hours
o Level 2 - Critical Issue that has affected business operations. Response within I hour /
lmmediate Deployment of Resources / Engagement of Badger Meter Resources as
needed
r Level 3 - Catastrophic lssue that highly impacts business operations Response within I
hour / lmmediate Deployment ofResources / Engagement ofBadger Meter Resources
It is the goal ofUSA to answer all technical support questions as they are brought to our
attention over a telephone call. In the event that additional research or resources are needed USA
w.ill coordinate with Badger Meter technical support the appropriate resources to include on the
specific issue. This can be escalated to Badger Meter marketing. engineering personnel or
additional resources as the issue dictates. Phone, WebEx, or onsite visits may be needed to
resolve the specific issue.
c. Escalation Process
a. Notification of issue to USA
b. Classification of Issue
c. Aftempt to resolve the issue via telephone. email. or WebEx
d. If the issue requires additional resources USA Tech Support will coordinate with
Badger Meter Technical Support
e. Badger Meter Technical Support witl coordinate appropriate resources to resolve
the issue
LISA provides the first line oftechnical support to all our customers.
Availabilitl' - 2{/7 per week 365 dal s per } ear
Resource
USA ol FL
Simon Wick Sales Manager
Travis Crosson - Services Manager
Badger Meter Technical Support
Page 63 of 69
e-mail
techsupport(@utilit)'sa.com
simon@utilii)_'sa.com
travis@utilitvsa.com
techsuoport@badqermeter.com
Phone
P 833-379-61I I
c - 6l 9-71 5-9841
c - 863-443-4888
P 800-616-38i7
Ctly of Dana Beach D AM I S\/ ste n I n ple ne nlatia n
Exhibit J: Warranty and RMA Process
Product Warranty
Product Accuracy
Statement
Warrantl Period
E-SERIES
5/8" x %"
Materials and Workmanship
Lead-Free Housing
Electronics
Pressure Sensor if applicable
20 years and 6 months
( '10 year futl / l0 year prorated)
20 years
( l0 year full / l0 year prorated)
5 years ( tull $arrant) )
E.SERIES
t"
Materials and Workmanship
Lead-Free Housing
Electronics
Meter Accuracy
0.16 to 62 gpm +/- I .5% (normal flow range)
0.075 gpm +/- 370 (extended low flow)
Pressure Sensor il applicable
20 years and 6 months
( I 0 l ear full / l0 year prorated I
20 years
(10 year lull I lU year prorated)
5lears (full vtarranty)
E-SERIES
I - l,/1"
Materials and Workmanship
Lead-Free Housing
Electronics
Meter Accuracy
1.25 to 100 gpm +/- 1.5% (normal flow
range)
0.40 gpm +/- 37o (extended low flou )
Pressure Sensor if applicable
l0 years and 6 months
( l0 year tull)
l0 years
( l0 year full)
5 years ( full warranty )
E-SERIES
t"
Materials and Workmanship
Lead-Free Housing
Electronics
Pressure Sensor if applicable
l0 years and 6 months
( l0 year futl)
I0lears
( l0 year t'ull)
5 years (full warranty )
E-SERIES
3"
Materials and Workmanship
Lead-Free Housing
l0 y ears and 6 months
( l0 year futl)
Page 64 of 69
Meter Accuracy
0.08 to 30 gpm +/- 1.5% (normal flow range)
0.04 gpm +/- 30% (extended low flow)
Meter Accuracy
I .50 to 160 gpm +/- I .57o (normal flow
range)
0.50 gpm +/- 3%o (extended low flow )
Ctty of DanE Beach D
Product Accuracr
Statement
Warranty Period
Electronics
Meter Accuracy
0.75 to 560 gpm +/- 1.5% (normal flow
range)
0.37 gpm +/- 3% (extended low flow)
Pressure Sensor il applicable
l0 years
(10 year full)
5 years (full warranty)
Materials and Workmanship
Lead-Free Housing
Electronics
Meter Accuracy
1.50 to I 100 gpm +l- l.5yo (normal flow
range)
0.75 gpm +/- 3% (extended low flow)
Pressure Sensor
l0 years and 6 months
( l0 year tull)
l0 years
( l0 year full)
5 years (full warranty )
E-SERIES Materials and Workmanship
Lead-Free Housing
Electronics
Meter Accuracy
2.20 to 2000 gpm +/- 1.5% (normal flow
range)
l.l0 gpm +/- 3% (extended low flow)
Pressure Sensor
l0lears and 6 months
(10 year full)
l0lears
( l0 1 ear tull)
5 years (full warrant) )
Materials and Workmanship
Lead-Free Housing
Electronics
Meter Accuracy
4.00 to 3500 gpm +/- 1.57o (normal flow
range )
2.00 gpm +/- 3% (extended low flow)
Pressure Sensor
l0 years and 6 months
( l0 year tull)
l0 years
(l0yearfull)
5 years (full warranty )
E-SERIES
PLUS
518" x%"
Materials and Workmanship
Lead-Free Housing
Electronics
Meter Accuracl'
0.10 to 25 gpm +/- I .57o (normal flon' range)
20 years and 6 months
( l0 year full / l0 year prorated)
20 years
(l0lear lull / l0 )ear prorared)
Page 65 of 69
AMI Systen tn Dlernentaton
E-SERIES
E.SERIES
8-
Ctty of Danta Eeach D AM I Svslen I n plefi entabon
Product Accuracy'
Statement
Warrantv Period
0.05 gpm +/- 37o (extended lou flou )
Valve and Valve Power Module 20 years
( l0 year full / I 0 year prorated)
Orion
Cellular
Endpoint
Materials and Workmanship
Batteries
Guarantee of Network Performance
20 years and 6 months
( l0 year ful / I 0 year prorated)
l-ltilirr* Solutions and Automation does not assume an! warrant"v responsibilitl outside of
the published manufacturer's warrantl'for all products provided to the utilit).
Installation Labor Warran{v
CONTRACTOR shall warrant installation labor is lree of defects for a period of up to l2 months
post installation. The CONTRACTOR is responsible for workmanship covering the area within
the meter box and up to 2 ft in either direction from the meter coupling.
RNtA Process:
Standard Badger Meter Retum Material Authorization (Ty-pical timeframe of 4 to 6 months)
I. Badger Meter RMA Form is completed by the utility and emailed to BMI tech support.
IL Badger Meter tech support generates an RMA number.
III. Ifapplicable. the used product is completell tlushed and an1 littings or attachments are
removed.
IV. Product is packaged in appropriate shipping packaging and retumed to Badger Meter.
Damage incurred during shipping is not covered by Badger Meter.
V. Badger Meter receives RMA product and logs material.
VI. Appropriate investigation is conducted to determine tailure cause.
VII. The replacement product is retumed to customer if wanantl is applicable.
Vlll. Applicabte explanation of failure is provided ifpossible.
IX. [f the product is not covered under warranty it is either retumed to the customer or
recl cled based on cuslomer instructions.
USA Retum Material Authorization
Under the USA Guaranteed Read Program our sen'ice team u,ould take ownership of
the RMA process from the utility. Our sen,ice technician typically retrieves any
products that have either stopped working or are exhibiting non-standard periormance
during our scheduled serr ice r isit.
Page 66 of 69
Cttu ol Dania Beach D AMI Svslen lnplenenlaton
During scheduled senice visits. missed reads or missed communications gencrate a
work order. Field investigation would be carried out to determine the root cause of the
issue. If the hardware is determined to be in a non-working condition. the equipment is
replaced. and normal function and communication is restored for the service. At the
discretion ofthe customer, USA can use our own stock to replace the faulq equipment.
or we can use the utility's purchased materials.
USA wilI complete the RMA process noted previously and retum the product to Badger
Meter lor appropriate inr estigation.
Appropriate credit or material replacement is issued based on the linding ol Badger
Meter.
Applicable explanation of failure is provided il possible.a
Page 67 of 69
Ctty of Dania Beach D AM I System I m plen e ntaton
Exhibit K: Accompanying Documentation
l. Guaranteed Read Program Agreement
Page 68 of 59
Ctty of Danta Beach D
Exhibit I.
City of Dania Beach - Advanced l4etering Infrastrucure (A14l)
Project Pricing Schedule for Utility Solutions and Automation (USA)
One-Time Pricing Summary
Catetory
One-Time Prking |OTAL
tield hst llaton servicet
50.OO
s1,952,35598
s21,700.00
5260,32000
s0.00
540,m0.00
s0.00
511,o(xr.00
s5oo.0o
So.oo
54,800.m
szsn 575.9
s0-00
s233,332-27
s23:r,412.27
s24853.00
s3,500.00
$r0,000.00
srE,36t.N
5562,732.5O
s3,410.@
50.00
So.oo
s0.00
s120,000.m
916a,9O5.00
50.00
.s9,836-50
s0.00
5U5,211.@
M€cianical Measurement water M€te6 w/AMl
No MovinS P:rts Water Meters lv/AMl
Field Rekofft Hww/aMlModule option
M€ter wath Remote OisonnedOption (5/8 x 3/4')
DualPod ModuleOption 5/8 x 3/4" meters
Water Delivery Points Mete.int Option
Non-metering Edl€ Devicee Option
Other Misc 8.rdvra.e
Synem lnterations Dellvery Services
TBinlnS Delivery Servaces
Ssppller Project Oelivery Serui€es
O.lte.ty s.Nlces robl
Fkl.l lntto oron seryket rotol
Field rnnallol Meters w/ AMI
Field Setrofitw/ AMI Module Option
Field InnaI of W.t€r Oelivery Meterjnt Option
Field ln stall of Communi@tions
rield lnn.ll Non-M€terin8 Edg€ Devkes
field rhn. Project Management
Field R€mediatio.s 5ervice5
W.1e3houiing S.ruices
Materi.l Recycling & Oisposal
s3,417,582.2s
Page 69 of 69
AM I Svstem I h DlementaUon