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HomeMy WebLinkAboutWinbourne Consulting, Inc. - 2024-01-30 (3) PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND WINBOURNE CONSULTING, INC. FOR CAD/RMS IMPLEMENTATION PROJECT THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and, WINBOURNE CONSULTING, INC., a hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to perform a consulting services in the implementation of the City's Hexagon On-Call Computer Aided Dispatch (CAD) and Records Management System (RMS); and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.Q3, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Andrew Reece who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 24-14006/332069 1 of 13 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on January 30, 2024 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than two (2) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date, CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses,not to exceed Fifty Thousand Dollars($50,000). 5. EXTRA WORK • In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional 24-14006/332069 2 of 13 compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit"B." 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT'S counsel. This indemnity shall 24-14006/332069 3 of 13 apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs "Design Professional Services" within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation • is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 24-14006/332069 4 of 13 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above- mentioned insurance shall not contain a self-insured retention without the express written consent of CITY; however an insurance policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not 24-14006/332069 5 of 13 effect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense,hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 24-14006/332069 6 of 13 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers; agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike. manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the, event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 24-14006/332069 7 of 13 14. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this Agreement. 15. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest,in this Agreement in violation of the 'applicable provisions of the California Government Code. 16, NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may, designate different addresses to which subsequent notices,certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: TO CITY: TO CONSULTANT: City of Huntington Beach Winbourne Consulting, Inc. ATTN: Chief of Police ATTN: Andrew G. Reece 2000 Main Street '_ 1101 Wilson Blvd., 6(h Floor Huntington Beach, CA 92648 Arlington,VA 22209 24-14006/332069 8 of 13 17, CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 18. . MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 19. SECTION HEADINGS The titles,captions, section,paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 20. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining.covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act 24-14006/332069 9 of 13 contrary to law,and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 21. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been. prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 22. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 23. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 24-14006/332069 10 of 13 24, ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 25. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 26. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 27. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, 24-14006/332069 11 of 13 promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 29. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 24-14006/332069 12 of 13 CONSULTANT, CITY OF I IUNTINGTON BL ACI I, WINBOURNE CONSULTING, INC. a municipal corporation ol'the State of Califortt 1 (, L. By: i{� re— Andrew G. Reece _ _ City Manager print name ITS: (circle one)Chairman/'resident ice President INITIKTE A A PR F.D: AND Chief of Police By: �- �( APPROVED AS' FORM: Ckris4--i n P Iiiz•tAj — print name ITS: (circle one)Secretor) Chief i financial Officer\sst. t Secretary—'treasurer _-- Cal Attorney kite RECEIVE AND FILE: • (*70411, qt0/417-14,40 City Clerk Date..... /21 i 24-14006/332069 13 of 13 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) SEE ATTACHED EXHIBIT A B. CONSULTANT'S DUTIES AND.RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: EXHIBIT A EXHIBIT A 5. Project Understanding Winbourne understands that Huntington Beach PD requires public safety consulting assistance to support its implementation of the Hexagon OnCall CAD, RMS,Analytics, and associated interfaces. 6. Approach Winbourne will use the following approach to ensure that successful completion of all project tasks: System Installation and Configuration We will collaborate with the vendor and the Project Team to develop a comprehensive approach to installing and configuring the system to meet the operational needs of the dispatchers, field users and management staff. The functionality matrix will be used as an instrument in the configuration process to ensure that each functional specification can be accomplished. Additionally, the Project Team will need to make decisions throughout the configuration process as to whether business processes need to change based on the capabilities and limitations of the selected system. Interface Integration Winbourne Consulting will work with the vendor and the Project Team to ensure each interface identified is installed and functional. If development is required for an interface, we will work with the vendor to ensure the vendor has sufficient information to develop and test the interface. We will also track the development process and hold the vendor accountable for the results and time of delivery: Our project manager will keep the Project Team up to date on any issues that arise from this process. Data Conversion and Installation If applicable,Winbourne will work with the Project Team and the vendor to determine the feasibility and level of effort to convert existing CAD, and LRMS data into a format compatible with the new system. This discussion will include alternative solutions that make the data available to end-users without conversion. Should the Project Team decide to convert existing data, we will work with the vendor to ensure they have the schema for the existing data. When the vendor determines the conversion process and timeframe to convert the data, our project manager will incorporate that effort into the overall schedule and monitor the vendor's performance. Our project.manager will keep the Project Team up to date on any issues that arise from this process. System Administrative Training The County's technical staff(including GIS (GEOGRAPHICAL INFORMATION SYSTEMS) personnel) will have extensive responsibilities during the implementation period and will be responsible for administration and maintenance of the new systems post-live cut. Winbourne will work with the Project Team and vendor to ensure that the technical staff receive the training prescribed in the vendor's contractual Training Plan. This is expected to require a phased training approach that provides appropriate training throughout the length of the implementation. Training will include coursework required to fully train personnel that winbourne 4 CONSULTING will create security profiles for groups of end users in the system. Acceptance Testing Winbourne will work with the Project Team and the vendor to develop a comprehensive, detailed system test plan based on the requirements included in the RFP (requests for proposals). The plan will include the following areas for testing: • System test planning • Interface testing • Test results • Corrective action • Functional test observations • System reliability monitoring • Test reporting Any failures during system testing will be noted and resolved as determined by the Project Team. Testing will be observed and accepted by the designated Project Team member authorized to perform and approve testing. User Testing Once the initial configuration process and system testing are completed to the Project Team's satisfaction, end-user testing can begin. User testing will include testing each of the specifications listed in the functional specification's matrix, test scripts and scenarios created by the end-users, and other tests deemed necessary by the Project Team. Any failures during end-user testing will be noted and resolved as determined by the Project Team. Testing will be observed and accepted by the designated Project Team member authorized to perform and approve testing. Policy and Procedure Assessment Winbourne will review the current policy and procedures manuals and make recommendations for areas to be modified due to the new software performance/operation. End-User Training After system and user testing are completed to the Project Team's satisfaction, end-user training can begin. Users,supervisors, and management staff will receive the training prescribed in the vendor's contractual Training Plan and the training plan developed by the Project Team. Additional personnel will be trained depending on the method agreed upon in the contract. The Winbourne Project Manager will coordinate with HBPD resources and the vendor to develop a comprehensive training schedule. HBPD will be responsible for scheduling each participant in the appropriate class(es). Special consideration will be given to the time between training and the time of cutover. If that extends beyond what a user can retain, usually two to three weeks, a supplemental training plan will be developed and implemented. alpwlnbourne 5 CONSULTING The Project Team should also be aware that subtle changes to the configuration are often identified and made because of findings during training. Cutover Plan and Execution of Cut Over Winbourne will work with the Project Team to determine an appropriate level of support from the vendor and internal staff during cutover. We will work with the vendor to ensure system monitoring and performance measurements are made throughout the cutover period and periodically after cutover. Onsite support from the vendor is crucial throughout the implementation, testing, training, cutover, and post-cutover period. Post Acceptance and System Reliability Period Our team will work with the vendor and the Project Team to ensure the vendor complies with all post- cutover support requirements through the transition to the Warranty period as described in the agreed upon contract. We will also work with the Project Team to determine an acceptable timeframe and disposition of issues at each severity level. Winbourne will produce and deliver all documents described in this response and the contract with the County..We will also work with the vendor and the Project Team and support staff to determine the level of documentation required to support the new solutions and monitor the vendor's performance for the delivery of the documents. Our project manager will conduct a document review session between the Project Team and the vendor for all documents received from the vendor. We will then document any shortcomings or issues and request the vendor update the documents accordingly. Project Turnover to Final Support Once the Project Team has determined the system is performing satisfactorily and agrees the final acceptance terms in the contract are realized, final acceptance will be issued to the vendor. We will work with the County to determine final acceptance conditions have been met and draft a letter of final acceptance to the vendor. We will coordinate with the vendor and appropriate County resources to ensure a smooth transition to the maintenance period. 7. Project Costs Winbourne Consulting's Cost Proposal is based upon our understanding of the agreed-to level of effort and the mix of resources required to complete the tasks defined in scope of work issued under this contract. This price proposal reflects a thirteen-month period of performance for a not-to-exceed amount of$45,000,to include all travel and other direct costs. Our total project prices are inclusive of all time and materials necessary for full completion of the Scope of Work within the project timeframe. Our proposed hourly is as follows for this engagement: winbourne 6 CONSUL1ING EXHIBIT"B" Payment Schedule(Hourly Payment) A. Hourly Rate CONSULTANTS fees for such services shall be based upon the following hourly rate and cost schedule: $165.00 Per Hour B. Travel. Charges for time during travel are not reimbursable C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed;. C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) . For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 1 Exhibit B 5. Any billings for extra work or additional services authorized in advance and in writing. by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 2 Exhibit B AGO CERTIFICATE OF LIABILITY INSURANCE DATE(hiMIDDNYYY) 1/10/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(Ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement, A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kevin Ganascioli NAME: BOGART & BROWNELL OF MD.INC. fpleN o Extl: (301)444-4500 __(A/C,No): (301IN+-+uo 7507 Standish Place nooa�SS: certificates@bogartandbrownell.com INSURER(S)AFFORDING COVERAGE NAIC B Rockville MD 20855 INsunERA:Sentinel Insurance Company LTD 11000 INSURED WINBOURNE CONSULTING, LLC INsuRERB:Hartford Casualty Insurance Co 29424 Winbourne Consulting, Inc. INSURER C:AXis Insurance Company 37273 1101 Wilson Boulevard INSURER O:Travelers 3609 6th Floor INSURER E: ARLINGTON VA 22209 INSURER F: COVERAGES CERTIFICATE NUMBER:2023-2024 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR V D POLICY NUMBER (MMIDD/YYYY) (MM!0D/YYYY) GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 DAMAGE TO RENTED 1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) S A CLAIMS-MADE X OCCUR 42SBAP134058 6/7/2023 6/7/2024 A1ED EXP(Any one person) S 10,000 X Deductible - $500 Business Personal Prop: PERSONAL A ADV INJURY S 1,000,000 X Cyber Retention - $10,000 $162,430 - BC GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 42 MB 0389338-21 - Cyber PRODUCTS-COMP/OP AGG S 2,000,000 IT —1 POLICY I PRO- n LOC $2,000,000 Aggregate Limit S JFCT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) S A ANY AUTO BODILY INJURY(Per person) S ALL OWNED —^SCHEDULED 42SRAPB4058 6/7/2023 6/7/2024 BODILY INJURY(Per accident) S AUTOS AUTOS NON-OWNED PROPERTY DAMAGE S X HIRED AUTOS X AUTOS (Per accident) X Ded-$500 --- S X UMBRELLALIAB X OCCUR EACH OCCURRENCE S 3,000,000 A EXCESS LIAR CI AIIAS-MADE AGGREGATE S 3,000,000 ❑ED X RETENTION S 10,000 42S5AP84058 6/7/2023 6/7/2024 B WORKERS COMPENSATION Y WYTU I W- AND EMPLOYERS'LIABILITY YIN ANY PROPRIETORIPARTNEEXECUTIVE RI NIA E.L.EACH ACCIDENT S 1,000,000 OFFICERlMEMBER EXCLUDED? 42WECCF5270 6/7/2023 6/7/2024 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,desuibe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D Employment Practices 421030270197 6/15/2023 6/15/2024 $1,000,000 C Professional Liability 2CT-1406048-01 10/17/2023 10/17/2024 Retention-S25,000 OCCAGG $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Huntington Beach is listed as additional insured. APPROVED AS TO FORM MICHAEL E. GATES CITY ATTORNEY CITY OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach Police Department 2000 Main Street Huntington Beach, CA 92698 AUTHORIZED REPRESENTATIVE John Seguin/NKV !, 3r ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025(201005).01 The ACORD name and logo are registered marks of ACORD ,,4,' A:: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 42 WEC CF5270 Endorsement Number: 2 Effective Date: 08/17/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: WINBOURNE CONSULTING INC. 1101 WILSON BLVD FL 6 ARLINGTON VA 22209 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 08/18/23 Policy Expiration Date: 06/07/24 TECHNOLOGY CONSULTANT FOR PUBLIC SAFETY SYSTEMS November 6,2023 Huntington Beach Police Department California ,\NG-co. N 6F POLICE 1 -__ ==-==== winbourne 9 . "` , CONSULTING • LY • Q 1101 Wilson Boulevard,6th Floor • -,: "' 8 Arlington,VA 22209 *E I ; R, � (p) (703)584-5350• (1)(703) 935-1147 www.winbourneconsulting.corn December 18th, 2023 Ms. Kristin Miller Civilian Police Services Commander Huntington Beach Police Department 2000 Main Street Huntington Beach, CA 92648 Winbourne Consulting, Inc is pleased to submit this quote to Huntington Beach Police Department (HBPD) for consulting services to assist in the implementation of the City's Hexagon OnCall Computer Aided Dispatch (CAD) and Records Management System (RMS). Our proposed resource, Andrew Reece, is uniquely positioned to assist the city in the successful implementation of these systems. Mr. Reece has previously assisted the city in the evaluation and selection of Hexagon, and worked with the City's project team on project related activities related to the implementation. Winbourne Consulting has served more than 500 public safety organizations in the United States, and fifteen foreign countries, by providing emergency communications systems, public safety technology systems, strategic planning, mission critical facility, and public safety operations consulting services. This includes multiple similar engagements in California, to include Irvine, Indio, Chula Vista and San Mateo, and the State of California Department of Justice. We look forward to continuing to work with HBPD and its key stakeholders on supporting the modernization of the systems that support public safety communications. Please feel free to contact me for any questions regarding our quote. My contact information is: telephone (202) 210-9260, e-mail: areece@w-Ilc.com. Sincerely, Andrew G. Reece President/C.E.O. ,,lwinbourne i CONSULTING Table of Contents 1. Winbourne Consulting-Who We Are 1 2. Core Capabilities 2 3. U.S. Public Safety and Justice Clients 3 4. International Clients 3 5. Project Understanding 4 6. Approach 4 7. Project Costs 6 3. Term 7 9. Personnel 7 winbourne CONSULTING 1. Winbourne Consulting-Who We Are Winbourne Consulting, Inc. is recognized worldwide as a leading emergency communications and management systems consulting and project management firm. For 23+years, our firm has served more than 600 government and public safety agencies in the United States and more than 20 countries. p Founded 2000 .:. 1 Small, Minority- Jm" J Served 600 Public ' � Owned Business t Safety&Justice �� � Clients — _ 1st Office in ilk International a a Deep Bench of Washington, DC, cD Recognition: rOn O Subject Matter Metropolitan Police Projects in 20+ 4 Y Y P Experts(SMEs) HQ Countries At Winbourne, we take pride in our unwavering dedication to public safety. One of our most memorable moments was when we completed the Metropolitan Police Department(MPD) command center, known as the Synchronized Operations and Communications Center (SOCC), on September 11, 2001. Just 15 minutes before the first plane hit the World Trade Tower, MPD took ownership of the center, which quickly became the center of law enforcement coordination in the National Capital Region (NCR) for about 2-3 weeks after the attack. Federal, state, and local public safety agencies from around the NCR poured into the SOCC almost immediately, highlighting the importance of having a centralized location for emergency response. This experience truly molded our dedication to the public safety community, and we remain committed to providing the highest quality services to support those who keep us safe. tli winbourne 1 coNsuL, ,NU 2. Core Capabilities Our firm provides a full range of public safety technology, operations, and project management consulting services. The following illustrates the services offered to our clients. I- s i .„ . Technology Planning Operations and Staffing Next Generation 911 (NG911) • Technology Assessment • Process Optimization • NG911 Design • Technical Requirements • Staffing Needs • NG911 Procurement • System Procurement • Policies and Procedures • Vendor Implementation • Vendor Implementation • Best Practice Gap Analysis • Financial Analysis nO 4 Y _JIB. 0 Consolidation &Governance Strategic Planning Big Data Analytics • Consolidation Assessments • Current State Assessment • Assess and Identify Data • Governance Agreement • Visioning and Objectives • Analytics Solutions • Governance Structure • Future To-Be Modeling • Common Data Platform • Cost Sharing Analysis • Cost Analysis • Data Quality Assurance 1 Eiio .2_ BWC & Digital Evidence Network Planning and Design Radio Technology • Technology Requirements • Assess PSAP Readiness • System Design • Policies and Procedures • Implementation • Broadband Network • Procurement Support • Bandwidth Analysis • Radio Tower and Standards • Cost Analysis • Connectivity Analysis • Radio Coverage Study r 2 ,,, O 311/Customer Relationship Courts Mission Critical Facility Design • Needs Assessment • Case Management • Technology Consulting • Technology Requirements • Technology Requirements • Technology Fit-Out/Test • System Procurement • Business Case Review • Space Planning & Design • Vendor Implementation • Vendor Implementation • Specifications Documents Iiiwinbourne 2 CONSULTING 3. U.S. Public Safety and Justice Clients Some of our U.S. clients include the City of Virginia Beach, VA; State of Hawaii; State of California; State of Connecticut; "I have used Winbourne Consulting Washington, DC; New York City; Los Angeles; Las Vegas; consistently on major New York City Boston; Cleveland; Milwaukee City and County; and Miami- projects over the past decade because Dade County. The projects range from operational they are admirably competent and assessments, consolidations, and de-consolidations, dependable at a competitive cost." developing technical and functional requirements for systems —Annette Heintz,Deputy Commissioner, such as Computer Aided Dispatch (CAD), mobile computing, Special Projects,New York City records management systems to implementing court records Department of Information systems, body-worn cameras, and NG911 solutions for entire Technology and Telecommunications states and regions. 4. International Clients Internationally, Winbourne has worked on public safety, emergency management, network design, and smart city projects in more than 20 countries, including Indonesia, Jordan, Vietnam, Philippines, India, Turkey, UAE (United Arab Emirates), Iraq, Mexico, Chile, Panama,Jamaica, Mexico, Canada, Ukraine, Poland, Romania, and Bulgaria. Winbourne is currently managing a smart city project in Ho Chi Minh City, The Ho Chi Minh City project Vietnam. Our current project, the Intelligent Operations Center (or IOC) brings together a variety of data project, builds on our 2018-2019 project to design the Integrated types and sources, including Emergency Communications System or IECS for the city. The technical intelligent transport management assistance project will advance the goals of the IECS project and prepare systems, public safety, public the groundwork for implementing a technical and operational smart city health, and citizen service solution. requests. Our clients value our independent and objective perspective. We are committed to putting their interests first and believe vendor-neutrality is essential to achieving this goal. We approach every engagement with a holistic view of the client's needs. We consider their unique requirements, budget, governance structure, operations, and existing technologies. We then recommend the most advantageous solution, regardless of who provides it. We provide a holistic perspective, free of bias or partiality to any specific product or service provider. Our vendor-neutral approach gives our clients more control and visibility over the systems they are responsible for. It also helps to ensure they achieve the best possible project outcomes. The quality of our client services is measured annually through client satisfaction surveys. Our firm has maintained a 97-99% Highly Satisfied rating from our clients for the past 16 years. Corporate Headquarters 1101 Wilson Blvd, 6th Floor, Arlington, VA 22209 USA. www.winbourneconsulting.com. bywCONinSULbToINGurne 3 5. Project Understanding Winbourne understands that Huntington Beach PD requires public safety consulting assistance to support its implementation of the Hexagon OnCall CAD, RMS,Analytics, and associated interfaces. 6. Approach Winbourne will use the following approach to ensure that successful completion of all project tasks: System Installation and Configuration We collaborate with the vendor and the Project Team to develop a comprehensive approach to installing and configuring the system to meet the operational needs of the dispatchers, field users and management staff. The functionality matrix will be used as an instrument in the configuration process to ensure that each functional specification can be accomplished. Additionally, the Project Team will need to make decisions throughout the configuration process as to whether business processes need to change based on the capabilities and limitations of the selected system. Interface Integration Winbourne Consulting will work with the vendor and the Project Team to ensure each interface identified is installed and functional. If development is required for an interface, we will work with the vendor to ensure the vendor has sufficient information to develop and test the interface. We will also track the development process and hold the vendor accountable for the results and time of delivery. Our project manager will keep the Project Team up to date on any issues that arise from this process. Data Conversion and Installation If applicable, Winbourne will work with the Project Team and the vendor to determine the feasibility and level of effort to convert existing CAD, and LRMS data into a format compatible with the new system. This discussion will include alternative solutions that make the data available to end-users without conversion. Should the Project Team decide to convert existing data, we will work with the vendor to ensure they have the schema for the existing data. When the vendor determines the conversion process and timeframe to convert the data, our project manager will incorporate that effort into the overall schedule and monitor the vendor's performance. Our project manager will keep the Project Team up to date on any issues that arise from this process. System Administrative Training The County's technical staff(including GIS (GEOGRAPHICAL INFORMATION SYSTEMS) personnel) will have extensive responsibilities during the implementation period and will be responsible for administration and maintenance of the new systems post-live cut. Winbourne will work with the Project Team and vendor to ensure that the technical staff receive the training prescribed in the vendor's contractual Training Plan. This is expected to require a phased training approach that provides appropriate training throughout the length of the implementation. Training will include coursework required to fully train personnel that Irj winbourne 4 CONSULTING will create security profiles for groups of end users in the system. Acceptance Testing Winbourne will work with the Project Team and the vendor to develop a comprehensive, detailed system test plan based on the requirements included in the RFP (requests for proposals). The plan will include the following areas for testing: • System test planning • Interface testing • Test results • Corrective action • Functional test observations • System reliability monitoring • Test reporting Any failures during system testing will be noted and resolved as determined by the Project Team. Testing will be observed and accepted by the designated Project Team member authorized to perform and approve testing. User Testing Once the initial configuration process and system testing are completed to the Project Team's satisfaction, end-user testing can begin. User testing will include testing each of the specifications listed in the functional specification's matrix, test scripts and scenarios created by the end-users, and other tests deemed necessary by the Project Team. Any failures during end-user testing will be noted and resolved as determined by the Project Team. Testing will be observed and accepted by the designated Project Team member authorized to perform and approve testing. Policy and Procedure Assessment Winbourne will review the current policy and procedures manuals and make recommendations for areas to be modified due to the new software performance/operation. End-User Training After system and user testing are completed to the Project Team's satisfaction, end-user training can begin. Users, supervisors, and management staff will receive the training prescribed in the vendor's contractual Training Plan and the training plan developed by the Project Team. Additional personnel will be trained depending on the method agreed upon in the contract. The Winbourne Project Manager will coordinate with HBPD resources and the vendor to develop a comprehensive training schedule. I-IBPD will be responsible for scheduling each participant in the appropriate class(es). Special consideration will be given to the time between training and the time of cutover. If that extends beyond what a user can retain, usually two to three weeks, a supplemental training plan will be developed and implemented. Idwinbourne 5 CONSULTING The Project Team should also be aware that subtle changes to the configuration are often identified and made because of findings during training. Cutover Plan and Execution of Cut Over Winbourne will work with the Project Team to determine an appropriate level of support from the vendor and internal staff during cutover. We will work with the vendor to ensure system monitoring and performance measurements are made throughout the cutover period and periodically after cutover. Onsite support from the vendor is crucial throughout the implementation, testing, training, cutover, and post-cutover period. Post Acceptance and System Reliability Period Our team will work with the vendor and the Project Team to ensure the vendor complies with all post- cutover support requirements through the transition to the Warranty period as described in the agreed upon contract. We will also work with the Project Team to determine an acceptable timeframe and disposition cf issues at each severity level. Winbourne will produce and deliver all documents described in this response and the contract with the County. We will also work with the vendor and the Project Team and support staff to determine the level of documentation required to support the new solutions and monitor the vendor's performance for the delivery of the documents. Our project manager will conduct a document review session between the Project Team and the vendor for all documents received from the vendor. We will then document any shortcomings or issues and request the vendor update the documents accordingly. Project Turnover to Final Support Once the Project Team has determined the system is performing satisfactorily and agrees the final acceptance terms in the contract are realized, final acceptance will be issued to the vendor. We will work with the County to determine final acceptance conditions have been met and draft a letter of final acceptance to the vendor. We will coordinate with the vendor and appropriate County resources to ensure a smooth transition to the maintenance period. 7. Project Costs Winbourne Consuiting's Cost Proposal is based upon our understanding of the agreed-to level of effort and the mix of resources require° to complete the tasks defined in scope of work issued under this contract. This price proposal reflects a thirteen-month period of performance for a not-to-exceed amount of$45,000, to include all travel and other direct costs. Our total project prices are inclusive of all time and materials necessary for full completion of the Scope of Work within the project timeframe. Our proposed hourly is as follows for this engagement: blwinbourne 6 CONSULTING Staff Position Hourly Remote Hourly Loaded Rate Rate Project Manager—A. Reece $165 $200 Winbourne will provide the Services set forth herein on a time & materials basis. Winbourne will invoice the city monthly for actual time performed on the project up to the above not to exceed amount. If the project extends beyond thirteen months after the date of contract signing, or if the Level of Effort consistently exceeds on average four hours a week, or if there is a substantive change in the scope of services, Winbourne will work with HBPD to develop a change order to cover the adjusted work effort. 8. Term • Services Start Date: 1/1/2024 • End Date: 1/31/2025 with option to extend 9. Personnel winbourne 7 CONSULTING } Andrew Reece President and CEO 4 g 3 Winbourne Consulting, Inc. ...;• r Summary of Experience As president, chief executive officer, and co-owner of Winbourne Consulting, Andrew is responsible for the quality of Winbourne's work and the satisfaction eq of our clients. As Engagement Executive, Andrew develops a deep .41 understanding of the public safety agencies' needs and constraints. He assures that the Winbourne team meets the time and quality objectives of the deliverables and maintains effective communication with the client. Education Andrew's operational and strategic perspectives have grown from his 15 University of North Carolina years of leadership in the Washington, DC government and more than 20 M.A., Geographical Information years delivering results through Winbourne Consulting. His master's degree Systems— 1994 in Geographical Information Systems and his Project Management University of Miami Professional (PMP®) Certification inform the Winbourne team's constant B.A.,Geography, English—1989 awareness of strategic plans, budgets, processes, technologies, and impacts on staff and citizens. Certifications & Andrew has executed executive oversight of more than $200 million in public safety projects, including design, procurement, configuration, and Affiliations implementation in national, state, county, and local law, fire, EMS, emergency Information Technology communications, and emergency operations. Infrastructure Library(ITIL®)v3 Foundation Certification U.S. and international projects: • Public Safety Information Technology Strategic Plan Project Management • Emergency Communications Consolidation Feasibility Professional (PMP®) • Public Safety Integrated CAD/Mobile/RMS Implementation Certification Number#1211518 • Crisis Management and Emergency Resources Valid through Oct 2023 • CAD/Mobile/RMS/Mobile Field Reporting Replacement Association of Public Safety • CAD to CAD Data Exchange Hub Communications Officials • State DPS Message Switch Replacement (APCO)—International • Enhanced Emergency Communications Access National Emergency Number Engagement Executive project highlights Association (NENA) Arlington County,VA -Public Safety Information Technology Strategic Plan international Association of Pembroke Pines, FL-Emergency Communications Consolidation Feasibility Chiefs of Police(IACP) Fairfax County,VA-Public Safety Integrated CAD/MOBILE/RMS Implementation U.S. Department of State-Kingdom of Jordan Crisis Management and Emergency Resource City of Mesa,AZ-Public Safety Information Technology Strategic Plan City of Virginia Beach,VA-CAD/MOBILE/RMS Replacement Peoria, AZ - Police Department CAD/MOBILE/RMS/Mobile/Field Reporting Replacement National Capital Region-CAD to CAD Data Exchange Hub United Nations Office of Project Services-Kurdistan Iraq/EMS Dispatch System Jamaica-Enhanced Emergency Communications Access Ada County,ID-CAD/Mobile Replacement State of Arizona-Department of Public Safety Message Switch Replacement DeKalb County,GA-CAD/Mobile Replacement winboume 8 CONSULTING We look forward to working with you. Please contact us with any questions. Andrew Reece 1101 Wilson Boulevard Sixth Floor Arlington, VA 22209 areece(a�w-l/c.corn 202-210-9260 www.w-11c.com 441 V4ccording to our recent client satisfaction survey 99% of our clients say they • would recommend 11 Ij 4100; W winbourne Idwinbourne 9 CONSULTING OFFICIAL FILE COPY CLERIC OF THE BOARD OF COUNTY COMMISSIONERS Miami-Dade County, FL MI -DADE COUNTY.FLORIDA Contract No. BW-10219 CAD Consulting Services Contract No. BW-10219 THIS AGREEMENT for the provision of computer-aided-dispatch (CAD) consulting services, made and entered into as of this 16th day of March 2022 by and between Winbourne Consulting, LLC, a corporation organized and existing under the laws of the State of Delaware, having its principal office at 1621 North Kent Street, Suite 704, Arlington,VA 22209 (the"Contractor"), and Miami- Dade County, a political subdivision of the State of Florida, having its principal office at 111 NW 1st Street, Miami, Florida 33128 (the "County")(collectively,the"Parties"). WITNESSETH: WHEREAS, the County and the Contractor have agreed to establish this Contract for CAD consulting services, on a non- exclusive basis,that shall conform to the Scope of Services(Appendix A),and the requirements of this Agreement;and WHEREAS,the Contractor desires to provide to the County such CAD consulting services for the County,in accordance with the terms and conditions of this Agreement; NOW,THEREFORE, in consideration of the mutual covenants and agreements herein contained,the Parties hereto agree as follows: ARTICLE 1. DEFINITIONS The following words and expressions used in this Agreement shall be construed as follows,except when it is clear from the context that another meaning is intended: a) The words"Article"or"Articles"to mean the terms and conditions delineated in this Agreement. b) The word"Contract"to mean collectively the(i)Articles,(ii)Scope of Services,(iii)Price Schedule,(iv)all other appendices and attachments hereto,and(v)all amendments issued hereto. c) The words "Contract Manager" to mean the Director, Internal Services Department, or the duly authorized representative designated to manage the Contract. d) The word "Contractor"to mean Winbourne Consulting, LLC and its permitted successors. e) The word"Days"to mean calendar days. f) The word "Deliverables" to mean all documentation and any items of any nature submitted by the Contractor to the Project Manager for review and approval pursuant to the terms of this Agreement. g) The words "Developed Works" to mean all rights, title, and interest in and to certain inventions, ideas, designs and methods, specifications and other documentation related thereto developed by the Contractor and its Subcontractors specifically for the County. h) The words"Licensed Software"to mean the software component(s)provided pursuant to the Contract. i) The words"Project Manager"to mean the County Mayor or the duly authorized representative designated to manage the Project. j) The words"Scope of Services"to mean the document appended hereto as Appendix A,which details the Work to be performed by the Contractor. k) The words"Service"or"Services"to mean the provision of CAD consulting services in accordance with the Scope of Services. I) The word "Subcontractor"or"Subconsultant"to mean any person, entity,firm,or corporation, other than the employees of the Page 1 of 23 Miami-Dade County, FL Contract No. BW-10219 Contractor, who furnishes labor and/or materials, in connection with the Work, whether directly or indirectly, on behalf and/or under the direction of the Contractor and whether or not in privity of Contract with the Contractor. m) The word"Work"to mean all matters and things required to be done by the Contractor in accordance with the provisions of this Contract. ARTICLE 2. ORDER OF PRECEDENCE If there is a conflict between or among the provisions of this Agreement, the order of precedence is as follows: 1)Articles 1 through 45 2)Appendix A, and 3)Appendix B. ARTICLE 3. RULES OF INTERPRETATION a) References to a specified Article,section or schedule shall be construed as reference to that specified Article,or section of,or schedule to this Agreement unless otherwise indicated. b) Reference to any agreement or other instrument shall be deemed to include such agreement or other instrument as such agreement or other instrument may,from time to time,be modified,amended,supplemented,or restated in accordance with its terms. c) The terms "hereof', "herein", "hereinafter", "hereby", "herewith", "hereto", and "hereunder" shall be deemed to refer to this Agreement. d) The terms"directed", "required", "permitted", "ordered", "designated", "selected", "prescribed"or words of like import to mean respectively,the direction, requirement,permission,order,designation,selection or prescription of the Project Manager. e) The terms"approved",acceptable","satisfactory", "equal","necessary",or words of like import to mean respectively,approved by,or acceptable or satisfactory to,equal or necessary in the opinion of the Project Manager. f) The titles, headings, captions,and arrangements used in these Terms and Conditions are for convenience only and shall not be deemed to limit,amplify, or modify the terms of this Contract,nor affect the meaning thereof. ARTICLE 4. NATURE OF THE AGREEMENT a) This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The Parties agree that there are no commitments, agreements,or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire agreement between the Parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements,whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect,and that this Agreement may be modified,altered,or amended only by a written amendment duly executed by the Parties hereto or their authorized representatives. b) The Contractor shall provide the services set forth in the Scope of Services and render full and prompt cooperation with the County in all aspects of the Work performed hereunder. c) The Contractor acknowledges that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out its intent are required by this Agreement, and the Contractor shall perform the same as though they were specifically mentioned,described,and delineated. d) The Contractor shall furnish all labor, materials,tools,supplies,and other items required to perform the Work necessary for the completion of this Contract. All Work shall be accomplished at the direction of and to the satisfaction of the Project Manager. e) The Contractor acknowledges that the County shall make all policy decisions regarding the Scope of Services. The Contractor agrees to provide input on policy issues in the form of recommendations. The Contractor shall implement all changes in Page 2 of 23 Miami-Dade County,FL Contract No. BW-10219 providing Services hereunder as a result of a policy change implemented by the County. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the County with input regarding the time and cost to implement said changes and in executing the activities required to implement said changes. ARTICLE 5. CONTRACT TERM The Contract shall become effective on the date indicated on the first page of this agreement and shall continue through the last day of the twenty-fourth(24)month,thereafter. The County may extend this Contract for up to an additional one hundred-eighty(180)calendar days beyond the current Contract period and will notify the Contractor in writing of the extension. This Contract may be extended beyond the initial one hundred-eighty(180)calendar day extension period by mutual agreement between the County and the Contractor, upon approval by the Board of County Commissioners(the"Board"). ARTICLE 6. NOTICE REQUIREMENTS All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if delivered by: (i) Registered or Certified Mail, with return receipt requested; (ii) personally by a by courier service; (iii) Federal Express Corporation or other nationally recognized carrier to be delivered overnight;or(iv)via facsimile or e-mail(if provided below)with delivery of hard copy pursuant to(i),(ii),or(iii)in this paragraph. The addresses for such notice are as follows: (1) To the County a) to the Project Manager: Miami-Dade County Miami-Dade Fire Rescue 9300 NW 41th Street Doral, FL 33178 Attention:Chief Greg Rubin Phone:786-331-5104 E-mail:grubin(cD.miamidade.gov and b) to the Contract Manager: Miami-Dade County Internal Services Department,Strategic Procurement Division Attention: Chief Procurement Officer 111 NW 1st Street, Suite 1300 Miami, FL 33128-1974 Phone: (305)375-4900 E-mail: Namita.Uopal aamiamidade.aov (2) To the Contractor Winbourne Consulting, LLC 1621 North Kent Street, Suite 704 Arlington,VA 22209 Attention:Andrew G.Reece Phone: (703)584-5350 E-mail:AReeceew-Ilc.com Either party may at any time designate a different address and/or contact person by giving notice as provided above to the other party. Such notices shall be deemed given upon receipt by the addressee. Page 3 of 23 Miami-Dade County, FL Contract No. BW-10219 ARTICLE 7. PAYMENT FOR SERVICES/AMOUNT OBLIGATED The Contractor warrants that it has reviewed the County's requirements and has asked such questions and conducted such other inquiries as the Contractor deemed necessary in order to determine the price the Contractor will charge to provide the Work to be performed under this Contract. The compensation for all Work performed under this Contract, including all costs associated with such Work and Services, shall be paid in accordance with Appendix B. The County shall have no obligation to pay the Contractor any additional sum in excess of this amount, except for a change and/or modification to the Contract, which is approved and executed in writing by the County and the Contractor. All Services undertaken by the Contractor before County's approval of this Contract shall be at the Contractors risk and expense. ARTICLE 8. PRICING Prices shall remain firm and fixed for the term of the Contract, including any extension periods, pursuant to Appendix B; however, the Contractor may offer incentive discounts to the County at any time during the Contract term, including any extension thereof. ARTICLE 9. METHOD AND TIMES OF PAYMENT The Contractor may bill the County periodically,but not more than once per month, upon invoices certified by the Contractor pursuant to Appendix B. All invoices shall be taken from the books of account kept by the Contractor, shall be supported by copies of payroll distribution,receipt bills or other documents reasonably required by the County,shall show the County's contract number,and shall have a unique invoice number assigned by the Contractor. It is the policy of Miami-Dade County that payment for all purchases by County agencies and the Public Health Trust (the "Trust"), shall be made in a timely manner and that interest payments be made on late payments. All firms,including Small Business Enterprises,providing goods and services to the County,shall receive payment to maintain sufficient cash flow. In accordance with Section 218.74 of the Florida Statutes, and Section 2-8.1.4 of the Code of Miami-Dade County (the "Code"), the time at which payment shall be due from the County or Trust shall be forty-five(45) calendar days from receipt of a proper invoice. Billings from prime contractors under services and goods contracts with the County or Trust, that are Small Business Enterprise contract set-aside, bid preference or contain a subcontractor goal, shall be promptly reviewed and payment made by the County or Trust on those amounts not under dispute within fourteen (14) calendar days of receipt of such billing by the County or the Trust pursuant to Sections 2-8.1.1.1.1 and 2-8.1.1.1.2 of the Code. All payments due from the County or Trust,and not made within the time specified by this section shall bear interest from thirty(30)days after the due date at the rate of one percent(1%) per month on the unpaid balance. Further, proceedings to resolve disputes for payment of obligations shall be concluded by final written decision of the County Mayor, or his or her designee(s), not later than sixty(60) days after the date on which the proper invoice was received by the County or Trust. In accordance with Miami-Dade County Implementing Order No. 3-9, Accounts Receivable Adjustments, if money is owed by the Contractor to the County,whether under this Contract or for any other purpose,the County reserves the right to retain such amount from payment due by County to the Contractor under this Contract. Such retained amount shall be applied to the amount owed by the Contractor to the County. The Contractor shall have no further claim to such retained amounts which shall be deemed full accord and satisfaction of the amount due by the County to the Contractor for the applicable payment due herein. Invoices and associated back-up documentation shall be submitted electronically or in hard copy format by the Contractor to the County as follows: Miami-Dade County, Finance Department C/O: Fire Rescue 111 NW 1st Street,26th Floor Miami, FL 33128 Attention: Shared Services Payable Unit Email:invsubpamiamidade.aov The County may at any time designate a different address and/or contact person by giving written notice to the other party. ARTICLE 10. INDEMNIFICATION AND INSURANCE Page 4 of 23 Miami-Dade County, FL Contract No. BW-10219 The Contractor shall indemnify and hold harmless the County and its officers,employees,agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the Contractor or its employees, agents, servants, partners principals or Subcontractors. The Contractor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs,judgments, and attorney's fees which may issue thereon. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County or its officers, employees, agents,and instrumentalities as herein provided. Upon County's notification,the Contractor shall furnish to the Internal Services Department,Strategic Procurement Division,certificate(s) of insurance that indicate that insurance coverage has been obtained,which meets the requirements as outlined below: 1. Worker's Compensation Insurance for all employees of the Contractor as required by Chapter 440, Florida Statutes. 2. Commercial General Liability Insurance in an amount not less than$1,000,000 per occurrence,and$2,000,000 in the aggregate, not to exclude coverage for Products and Completed Operations. Miami-Dade County must be shown as an additional insured with respect to this coverage. 3. Automobile Liability Insurance covering all owned, non-owned, and hired vehicles used in connection with the Services, in an amount not less than$1,000,000 combined single limit per occurrence for bodily injury and property damage. 4. Professional Liability Insurance in an amount not less than$1,000,000 per claim. 5. Cyber Liability Insurance to include data breach and third-party liability,in an amount not less than$1,000,000 per occurrence. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida,with the following qualifications: The company must be rated no less than"A-"as to management,and no less than"Class VII"as to financial strength, by Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey,or its equivalent, subject to the approval of the County Risk Management Division. OR The company must hold a valid Florida Certificate of Authority as shown in the latest"List of All Insurance Companies Authorized or Approved to Do Business in Florida", issued by the State of Florida Department of Financial Services and are a member of the Florida Guaranty Fund. The mailing address of Miami-Dade County as the certificate holder must appear on the certificate of insurance as follows: Miami-Dade County 111 NW 1st Street Suite 2340 Miami, Florida 33128-1974 Compliance with the foregoing requirements shall not relieve the Contractor of this liability and obligation under this section or under any other section in this Agreement. Award of this Contract is contingent upon the receipt of the insurance documents, as required, within ten (10) business days. If the certificate of insurance is received within the specified timeframe but not in the manner prescribed in this Agreement,the Contractor shall have an additional five business days to submit a corrected certificate to the County. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Agreement within fifteen(15)business days,the Contractor shall be in default of Page 5 of 23 Miami-Dade County, FL Contract No. BW-10219 the contractual terms and conditions and award of the Contract may be rescinded, unless such timeframe for submission has been extended by the County. The Contractor shall assure that the certificate of insurance required in conjunction with this section remain in full force for the term of the Contract,including any renewal or extension periods that may be exercised by the County. If the certificate of insurance is scheduled to expire during the term of the Contract,the Contractor shall submit new or renewed certificate of insurance to the County before such expiration. If expired certificate of insurance is/are not replaced or renewed to cover the Contract period, the County may suspend the Contract until the new or renewed certificate is/are received by the County in the manner prescribed herein. If such suspension exceeds thirty(30)calendar days,the County may,at its sole discretion,terminate the Contract for cause and the Contractor shall be responsible for all direct and indirect costs associated with such termination. ARTICLE 11. MANNER OF PERFORMANCE a) The Contractor shall provide the Work described herein in a competent and professional manner satisfactory to the County in accordance with the terms and conditions of this Agreement. The County shall be entitled to a satisfactory performance of all Work described herein and to full and prompt cooperation by the Contractor in all aspects of the Work. At the request of the County,the Contractor shall promptly remove from the Project any Contractor's employee,Subcontractor,or any other person performing Work hereunder. The Contractor agrees that such removal of any of its employees does not require the termination or demotion of any employee by the Contractor. b) The Contractor agrees to defend, hold harmless and indemnify the County and shall be liable and responsible for all claims, suits, actions,damages, and costs(including attorneys'fees and court costs) made against the County,occurring on account of,arising from or in connection with the removal and replacement of any Contractor's personnel performing Services hereunder at the behest of the County. Removal and replacement of any Contractor's personnel as used in this Article shall not require the termination and/or demotion of such Contractor's personnel. c) The Contractor always agrees that it will employ, maintain, and assign to the performance of the Work a sufficient number of competent and qualified professionals and other personnel to meet the requirements to which reference is hereinafter made. The Contractor agrees to adjust its personnel staffing levels or to replace any its personnel if so, directed upon reasonable request from the County, should the County make a determination, in its sole discretion, that said personnel staffing is inappropriate or that any individual is not performing in a manner consistent with the requirements for such a position. d) The Contractor warrants and represents that its personnel have the proper skill,training, background, knowledge, experience, rights,authorizations,integrity,character,and licenses as necessary to perform the Work described herein,in a competent and professional manner. e) The Contractor shall always cooperate with the County and coordinate its respective work efforts to maintain the progress most effectively and efficiently in performing the Work. f) The Contractor shall comply with all provisions of all federal,state,and local laws,statutes,ordinances,and regulations that are applicable to the performance of this Agreement. ARTICLE 12. EMPLOYEES OF THE CONTRACTOR All employees of the Contractor shall be, at all times,employees of the Contractor under its sole direction and not employees or agents of the County.The Contractor shall supply competent employees.Miami-Dade County may require the Contractor to remove an employee it deems careless,incompetent, insubordinate or otherwise objectionable and whose continued employment on County property is not in the best interest of the County. Each employee shall have and wear proper identification. ARTICLE 13. INDEPENDENT CONTRACTOR RELATIONSHIP The Contractor is,and shall be, in the performance of all Work and activities under this Agreement, an independent contractor, and not an employee, agent or servant of the County. All persons engaged in any of the Work performed or Services provided pursuant to this Agreement shall always, and in all places, be subject to the Contractor's sole direction, supervision, and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the Work, and in all respects the Contractor's Page 6 of 23 Miami-Dade County, FL Contract No. BW-10219 relationship and the relationship of its employees to the County shall be that of an independent contractor and not as employees and agents of the County. The Contractor does not have the power or authority to bind the County in any promise, agreement, or representation other than specifically provided for in this Agreement. ARTICLE 14. DISPUTE RESOLUTION PROCEDURE a) The Contractor hereby acknowledges that the Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value,acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence,fraud or misrepresentation;questions as to the interpretation of the Scope of Services;and claims for damages,compensation and losses. b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally,they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must,in the final instance,seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally,to decide all questions arising out of, under, or in connection with,or in any way related to or on account of the Agreement(including but not limited to claims in the nature of breach of contract,fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, final and binding on the Parties. Any such dispute shall be brought, if at all, before the County Mayor within ten(10)days of the occurrence,event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable,including advice of experts,but in any event shall base the decision on an independent and objective determination of whether Contractor's performance or any Deliverable meets the requirements of this Agreement and any specifications with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute,whether or not the County Mayor participated therein,or by any prior decision of others,which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision,together with all evidence and other pertinent information regarding such questions, in order that a fair and impartial decision may be made. Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article,such action shall be fair and impartial when exercised or taken. The County Mayor,as appropriate,shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. f) This Article will survive the termination or expiration of this Agreement. ARTICLE 15. MUTUAL OBLIGATIONS a) This Agreement, including attachments and appendices to the Agreement, shall constitute the entire Agreement between the Parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral,with respect to the subject matter hereto unless acknowledged in writing by the duly authorized representatives of the Parties. Page 7 of 23 Miami-Dade County, FL Contract No. BW-10219 b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of any third party that is not a parent or subsidiary of a party or otherwise related(by virtue of ownership control or statutory control)to a party. c) In those situations where this Agreement imposes an indemnity obligation on the Contractor, the County may, at its expense, elect to participate in the defense if the County should so choose. Furthermore,the County may at its own expense defend or settle any such claims if the Contractor fails to diligently defend such claims,and thereafter seek indemnity for such defense or settlement costs from the Contractor. ARTICLE 16. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING The Contractor shall maintain, and shall require that its Subcontractors and suppliers maintain, complete and accurate records to substantiate compliance with the requirements set forth in the Agreement. The Contractor and its Subcontractors and suppliers shall retain such records, and all other documents relevant to the Work furnished under this Agreement for a period of three years from the expiration date of this Agreement and any extension thereof. ARTICLE 17. AUDITS The County,or its duly authorized representatives and governmental agencies,shall until the expiration of three years after the expiration of this Agreement and any extension thereof, have access to and the right to examine and reproduce any of the Contractor's books, documents, papers and records and of its Subcontractors and suppliers which apply to all matters of the County. Such records shall subsequently conform to Generally Accepted Accounting Principles requirements, as applicable, and shall only address those transactions related to this Agreement. Pursuant to Section 2-481 of the Code, the Contractor will grant access to the Commission Auditor to all financial and performance related records, property, and equipment purchased in whole or in part with government funds within five business days of the Commission Auditor's request. The Contractor agrees to maintain an accounting system that provides accounting records that are supported with adequate documentation,and adequate procedures for determining the allowability and allocability of costs. ARTICLE 18. SUBSTITUTION OF PERSONNEL In the event the Contractor needs to substitute personnel for the key personnel identified by the Contractor's Proposal, the Contractor must notify the County in writing and request written approval for the substitution at least ten (10) business days prior to effecting such substitution. However,such substitution shall not become effective until the County has approved said substitution. ARTICLE 19. CONSENT OF THE COUNTY REQUIRED FOR ASSIGNMENT The Contractor shall not assign,transfer,convey or otherwise dispose of this Agreement,including its rights,title,or interest in or to the same or any part thereof without the prior written consent of the County. ARTICLE 20. SUBCONTRACTUAL RELATIONS a) If the Contractor causes any part of this Agreement to be performed by a Subcontractor, the provisions of this Contract will apply to such Subcontractor and its officers, agents and employees in all respects as if it and they were employees of the Contractor;and the Contractor will not be in any manner thereby discharged from its obligations and liabilities hereunder,but will be liable hereunder for all acts,omissions,and negligence of the Subcontractor,its officers,agents,and employees,as if they were employees of the Contractor. The services performed by the Subcontractor will be subject to the provisions hereof as if performed directly by the Contractor. b) The Contractor,before making any subcontract for any portion of the Work,will state in writing to the County the name of the proposed Subcontractor,the portion of the Work which the Subcontractor is to do,the place of business of such Subcontractor, and such other information as the County may require. The County will have the right to require the Contractor not to award any subcontract to a person,firm or corporation disapproved by the County. c) Before entering into any subcontract hereunder, the Contractor will inform the Subcontractor fully and completely of all provisions and requirements of this Agreement relating either directly or indirectly to the Work to be performed. Such Work performed by such Subcontractor will strictly comply with the requirements of this Contract. Page 8 of 23 Miami-Dade County, FL Contract No. BW-10219 d) In order to qualify as a Subcontractor satisfactory to the County, in addition to the other requirements herein provided, the Subcontractor must be prepared to prove to the satisfaction of the County that it has the necessary facilities, skill and experience, and ample financial resources to perform the Work in a satisfactory manner. To be considered skilled and experienced, the Subcontractor must show to the satisfaction of the County that it has satisfactorily performed Work of the same general type which is required to be performed under this Agreement. e) The County shall have the right to withdraw its consent to a subcontract if it appears to the County that the Subcontractor will delay,prevent,or otherwise impair the performance of the Contractor's obligations under this Agreement. All Subcontractors are required to protect the confidentiality of the County's and County's proprietary and confidential information. Contractor shall furnish to the County copies of all subcontracts between Contractor and Subcontractors and suppliers hereunder. Within each such subcontract, there shall be a clause for the benefit of the County in the event the County finds the Contractor in breach of this Contract,permitting the County to request completion by the Subcontractor of its performance obligations under the subcontract. The clause shall include an option for the County to pay the Subcontractor directly for the performance by such Subcontractor. Notwithstanding,the foregoing shall neither convey nor imply any obligation or liability on the part of the County to any Subcontractor hereunder as more fully described herein. ARTICLE 21. ASSUMPTION, PARAMETERS, PROJECTIONS, ESTIMATES AND EXPLANATIONS The Contractor understands and agrees that any assumptions, parameters, projections, estimates, and explanations presented by the County were provided to the Contractor for evaluation purposes only. However, since these assumptions, parameters, projections, estimates, and explanations represent predictions of future events the County makes no representations or guarantees;and the County shall not be responsible for the accuracy of the assumptions presented; and the County shall not be responsible for conclusions to be drawn therefrom;and any assumptions,parameters, projections,estimates and explanations shall not form the basis of any claim by the Contractor. The Contractor accepts all risk associated with using this information. ARTICLE 22. SEVERABILITY If this Agreement contains any provision found to be unlawful,the same shall be deemed to be of no effect and shall be deemed stricken from this Agreement without affecting the binding force of this Agreement as it shall remain after omitting such provision. ARTICLE 23. TERMINATION AND SUSPENSION OF WORK a) This Agreement may be terminated for cause by the County for reasons including, but not limited to, (i)the Contractor commits an Event of Default(as defined below in Article 24)and fails to cure said Event of Default(as delineated below in Article 25),or (ii) Contractor attempts to meet its contractual obligations with the County through fraud, misrepresentation, or material misstatement. b) This Agreement may also be terminated for convenience by the County. Termination for convenience is effective on the termination date stated in the written notice provided by the County. c) If County terminates this Agreement for cause under Article 23(a)above,the County may, in its sole discretion, also terminate or cancel any other contract(s)that such individual or corporation or other entity has with the County and that such individual, corporation or other entity shall pay all direct or indirect costs associated with such termination or cancellation, including attorneys'fees. d) The foregoing notwithstanding, if the Contractors attempts to meet its contractual obligations with the County through fraud, misrepresentation, or material misstatement,the Contractor may be debarred from County contracting in accordance with the County debarment procedures. The Contractor may be subject to debarment for failure to perform and all other reasons set forth in Section 10-38 of the Code. e) In the event that the County exercises its right to terminate this Agreement, the Contractor shall, upon receipt of such notice, unless otherwise directed by the County: i. stop Work on the date specified in the notice(the"Effective Termination Date"); Page 9 of 23 Miami-Dade County, FL Contract No. BW-10219 ii. take such action as may be necessary for the protection and preservation of the County's materials and property; iii. cancel orders; iv. assign to the County and deliver to any location designated by the County any non-cancelable orders for Deliverables that are not capable of use except in the performance of this Agreement and has been specifically developed for the sole purpose of this Agreement and not incorporated in the Services; v. take no action which will increase the amounts payable by the County under this Agreement; and vi. reimburse the County a proration of the fees paid annually based on the remaining months of the term per the compensation listed in Appendix B. In the event that the County exercises its right to terminate this Agreement,the Contractor will be compensated as stated in the payment Articles herein for the: i. portion of the Services completed in accordance with the Agreement up to the Effective Termination Date;and ii. non-cancelable Deliverables that are not capable of use except in the performance of this Agreement and has been specifically developed for the sole purpose of this Agreement, but not incorporated in the Services. g) All compensation pursuant to this Article are subject to audit. h) In the event the Contractor fails to cure an Event of Default timely,the County may terminate this Agreement,and the County or its designated representatives may immediately take possession of all applicable equipment, materials, products, documentation, reports,and data. ARTICLE 24. EVENT OF DEFAULT a) An Event of Default is a material breach of this Agreement by the Contractor,and includes but is not limited to the following: i. the Contractor has not delivered Deliverables and/or Services on a timely basis; ii. the Contractor has refused or failed to supply enough properly skilled staff personnel; iii. the Contractor has failed to make prompt payment to Subcontractors or suppliers for any Services; iv. the Contractor has become insolvent(other than as interdicted by the bankruptcy laws), or has assigned the proceeds received for the benefit of the Contractors creditors, or the Contractor has taken advantage of any insolvency statute or debtor/creditor law or if the Contractors affairs have been put in the hands of a receiver; v. the Contractor has failed to obtain the approval of the County where required by this Agreement; vi. the Contractor has failed to provide"adequate assurances"as required under subsection b below; vii. the Contractor has failed in the representation of any warranties stated herein;or viii. the Contractor fails to comply with Article 39. b) When, in the opinion of the County, reasonable grounds for uncertainty exist with respect to the Contractors ability to perform the Work or any portion thereof, the County may request that the Contractor, within the timeframe set forth in the County's request, provide adequate assurances to the County, in writing, of the Contractors ability to perform in accordance with the terms of this Agreement. Until the County receives such assurances, the County may request an adjustment to the Page 10 of 23 Miami-Dade County, FL Contract No. BW-10219 compensation received by the Contractor for portions of the Work which the Contractor has not performed. In the event that the Contractor fails to provide to the County the requested assurances within the prescribed timeframe,the County may: i. treat such failure as a repudiation and/or material breach of this Agreement;and ii. resort to any remedy for breach provided herein or at law,including but not limited to,taking over the performance of the Work or any part thereof either by itself or through others. ARTICLE 25. NOTICE OF DEFAULT•OPPORTUNITY TO CURE If an Event of Default occurs in the determination of the County,the County shall notify the Contractor(the"Default Notice"), specifying the basis for such default, and advising the Contractor that such default must be cured immediately,or this Agreement with the County may be terminated. Notwithstanding, the County may, in its sole discretion, allow the Contractor to rectify the default to the County's reasonable satisfaction within a thirty(30)day period. The County may grant an additional period of such duration as the County shall deem appropriate without waiver of any of the County's rights hereunder,so long as the Contractor has commenced curing such default and is effectuating a cure with diligence and continuity during such thirty(30)day period or any other period which the County prescribes. The Default Notice shall specify the date the Contractor shall discontinue the Work upon the Effective Termination Date. ARTICLE 26. REMEDIES IN THE EVENT OF DEFAULT If an Event of Default occurs,whether or not the County elects to terminate this Agreement as a result thereof,the Contractor shall be liable for all damages resulting from the default,irrespective of whether the County elects to terminate the Agreement, including but not limited to: a) lost revenues; b) the difference between the cost associated with procuring Services hereunder and the amount actually expended by the County for re-procurement of Services,including procurement and administrative costs;and c) such other direct damages. The Contractor shall also remain liable for any liabilities and claims related to the Contractor's default. The County may also bring any suit or proceeding for specific performance or for an injunction. ARTICLE 27. PATENT AND COPYRIGHT INDEMNIFICATION a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third-party proprietary rights in the performance of the Work. b) The Contractor warrants that all Deliverables furnished hereunder, including but not limited to equipment, programs, documentation, software, analyses, applications, methods,ways, processes, and the like, do not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights. c) The Contractor shall be liable and responsible for any and all claims made against the County for infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course of performance or completion of,or in any way connected with,the Work,or the County's continued use of the Deliverables furnished hereunder. Accordingly,the Contractor at its own expense,including the payment of attorney's fees,shall indemnify,and hold harmless the County and defend any action brought against the County with respect to any claim,demand,cause of action,debt,or liability. d) In the event any Deliverable or anything provided to the County hereunder,or portion thereof is held to constitute an infringement and its use is or may be enjoined,the Contractor shall have the obligation to,at the County's option to(i)modify,or require that the applicable Subcontractor or supplier modify,the alleged infringing item(s)at its own expense,without impairing in any respect the functionality or performance of the item(s), or(ii) procure for the County, at the Contractors expense, the rights provided Page 11 of 23 Miami-Dade County, FL Contract No. BW-10219 under this Agreement to use the item(s). e) The Contractor shall be solely responsible for determining and informing the County whether a prospective supplier or Subcontractor is a party to any litigation involving patent or copyright infringement, service mark, trademark, violation, or proprietary rights claims or is subject to any injunction which may prohibit it from providing any Deliverable hereunder. The Contractor shall enter into agreements with all suppliers and Subcontractors at the Contractor's own risk. The County may reject any Deliverable that it believes to be the subject of any such litigation or injunction, or if, in the County's judgment, use thereof would delay the Work or be unlawful. ARTICLE 28. CONFIDENTIALITY a) All Developed Works and other materials, data, transactions of all forms, financial information, documentation, inventions, designs and methods obtained from the County in connection with the Services performed under this Agreement, made or developed by the Contractor or its Subcontractors in the course of the performance of such Services, or the results of such Services,or for which the County holds the proprietary rights,constitute Confidential Information and may not,without the prior written consent of the County,be used by the Contractor or its employees,agents,Subcontractors or suppliers for any purpose other than for the benefit of the County, unless required by law. In addition to the foregoing, all County employee information and County financial information shall be considered Confidential Information and shall be subject to all the requirements stated herein. Neither the Contractor nor its employees, agents, Subcontractors, or suppliers may sell, transfer, publish, disclose, display,license or otherwise make available to others any part of such Confidential Information without the prior written consent of the County. Additionally, the Contractor expressly agrees to be bound by and to defend, indemnify and hold harmless the County,and their officers and employees from the breach of any federal,state,or local law in regard to the privacy of individuals. b) The Contractor shall advise each of its employees, agents, Subcontractors, and suppliers who may be exposed to such Confidential Information of their obligation to keep such information confidential and shall promptly advise the County in writing if it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or Subcontractor's or supplier's employees, present or former. In addition, the Contractor agrees to cooperate fully and provide any assistance necessary to ensure the confidentiality of the Confidential Information. c) In the event of a breach of this Article damages may not be an adequate remedy and the County shall be entitled to injunctive relief to restrain any such breach or threatened breach. Unless otherwise requested by the County,upon the completion of the Services performed hereunder,the Contractor shall immediately turn over to the County all such Confidential Information existing in tangible form,and no copies thereof shall be retained by the Contractor or its employees,agents,Subcontractors,or suppliers without the prior written consent of the County. A certificate evidencing compliance with this provision and signed by an officer of the Contractor shall accompany such materials. ARTICLE 29. PROPRIETARY INFORMATION As a political subdivision of the State of Florida, Miami-Dade County is subject to the stipulations of the public records laws of the State of Florida(the"Public Records Law"). The Contractor acknowledges that all computer software in the County's possession may constitute or contain information or materials which the County has agreed to protect as proprietary information from disclosure or unauthorized use and may also constitute or contain information or materials which the County has developed at its own expense,the disclosure of which could harm the County's proprietary interest therein. During the term of the Contract,the Contractor will not use directly or indirectly for itself or for others,or publish or disclose to any third party, or remove from the County's property, any computer programs, data compilations, or other software which the County has developed, has used,or is using, is holding for use, or which are otherwise in the possession of the County(the"Computer Software"). All third-party license agreements must also be honored by the Contractor and its employees,except as authorized by the County and, if the Computer Software has been leased or purchased by the County, all hired party license agreements must also be honored by the contractors' employees with the approval of the lessor or Contractors thereof. This includes mainframe, minis, telecommunications, personal computers,and all information technology software. Page 12 of 23 Miami-Dade County, FL Contract No. BW-10219 The Contractor will report to the County any information discovered or which is disclosed to the Contractor which may relate to the improper use, publication, disclosure,or removal from the County's property of any information technology software and hardware and will take such steps as are within the Contractor's authority to prevent improper use,disclosure,or removal. ARTICLE 30. PROPRIETARY RIGHTS a) The Contractor hereby acknowledges and agrees that the County retains all rights, title and interests in and to all materials, data, documentation and copies thereof furnished by the County to the Contractor hereunder or furnished by the Contractor to the County and/or created by the Contractor for delivery to the County,even if unfinished or in process,as a result of the Services the Contractor performs in connection with this Agreement,including all copyright and other proprietary rights therein,which the Contractor as well as its employees,agents, Subcontractors and suppliers may use only in connection with the performance of Services under this Agreement. The Contractor shall not, without the prior written consent of the County, use such documentation on any other project in which the Contractor or its employees,agents, Subcontractors,or suppliers are or may become engaged. Submission or distribution by the Contractor to meet official regulatory requirements or for other purposes in connection with the performance of Services under this Agreement shall not be construed as publication in derogation of the County's copyrights or other proprietary rights. b) All Developed Works shall become the property of the County. c) Accordingly, neither the Contractor nor its employees, agents, Subcontractors, or suppliers shall have any proprietary interest in such Developed Works. The Developed Works may not be utilized, reproduced, or distributed by or on behalf of the Contractor, or any employee, agent, Subcontractor or supplier thereof,without the prior written consent of the County, except as required for the Contractors performance hereunder. d) Except as otherwise provided in subsections a, b,and c above,or elsewhere herein,the Contractor and its Subcontractors and suppliers hereunder shall retain all proprietary rights in and to all Licensed Software provided hereunder, that have not been customized to satisfy the performance criteria set forth in the Scope of Services. Notwithstanding the foregoing,the Contractor hereby grants, and shall require that its Subcontractors and suppliers grant, if the County so desires, a perpetual, irrevocable and unrestricted right and license to use, duplicate, disclose and/or permit any other person(s) or entity(ies) to use all such Licensed Software and the associated specifications,technical data and other Documentation for the operations of the County or entities controlling, controlled by, under common control with, or affiliated with the County, or organizations which may hereafter be formed by or become affiliated with the County. Such license specifically includes, but is not limited to,the right of the County to use and/or disclose, in whole or in part, the technical documentation and Licensed Software, including source code provided hereunder,to any person or entity outside the County for such person's or entity's use in furnishing any and/or all of the Deliverables provided hereunder exclusively for the County or entities controlling,controlled by,under common control with,or affiliated with the County,or organizations which may hereafter be formed by or become affiliated with the County. No such License Software, specifications, data, documentation, or related information shall be deemed to have been given in confidence and any statement or legend to the contrary shall be void and of no effect. ARTICLE 31. VENDOR REGISTRATION/CONFLICT OF INTEREST a) Vendor Registration The Contractor shall be a registered vendor with the County—Internal Services Department, Strategic Procurement Division, for the duration of this Agreement. In becoming a registered vendor with Miami-Dade County,the vendors Federal Employer Identification Number (FEIN) must be provided, via submission of Form W-9 and 147c Letter, as required by the Internal Revenue Service(IRS). If no FEIN exists,the Social Security Number of the owner must be provided as the legal entity identifier. This number becomes Contractor's"County Vendor Number." To comply with Section 119.071(5)of the Florida Statutes relating to the collection of an individual's Social Security Number, be aware that the County requests the Social Security Number for the following purposes: • Identification of individual account records • Payments to individual/Contractor for goods and services provided to Miami-Dade County Page 13 of 23 Miami-Dade County, FL Contract No. BW-10219 • Tax reporting purposes • Provision of unique identifier in the vendor database used for searching and sorting departmental records The Contractor confirms its knowledge of and commitment to comply with the following: 1. Miami-Dade County Ownership Disclosure Affidavit (Section 2-8.1 of the Code of Miami-Dade County) 10. Miami-Dade County Domestic Leave and Reporting Affidavit (Article ViII, Section 11A-60- 11A-67 of the 2. Miami-Dade County Employment Disclosure Affidavit Code of Miami-Dade County) (Section 2.8.1(d)(2)of the Code of Miami-Dade County) 11. Miami-Dade County Verification of Employment 3. Miami-Dade County Employment Drug-free Workplace Eligibility(E-Verify)Affidavit. Certification (Section 448.095,of the Florida State Statutes) (Section 2-8.1.2(b)of the Code of Miami-Dade County) 12. Miami-Dade County Pay Parity Affidavit 4. Miami-Dade County Disability and Nondiscrimination (Resolution No.R-1072-17) Affidavit (Section 2-8.1.5 of the Code of Miami-Dade County) 13. Miami-Dade County Suspected Workers' Compensation Fraud Affidavit 5. Miami-Dade County Debarment Disclosure Affidavit (Resolution No.R-919-18) (Section 10.38 of the Code of Miami-Dade County) 14. Office of the Inspector General 6. Miami-Dade County Vendor Obligation to County (Section 2-1076 of the Code of Miami-Dade County) Affidavit (Section 2-8.1 of the Code of Miami-Dade County) 15. Small Business Enterprises The County endeavors to obtain the participation of all 7. Miami-Dade County Code of Business Ethics Affidavit small business enterprises pursuant to Sections 2- (Article i,Section 2-8.1(i)of the Code of Miami-Dade 8.1.1.1.1, 2-8.1.1.1.2 and 2-8.2.2 of the Code of Miami- County) Dade County and Title 49 of the Code of Federal Regulations. 8. Miami-Dade County Family Leave Affidavit (Article V of Chapter 11 of the Code of Miami-Dade 16. Antitrust Laws County) By acceptance of any contract,the Contractor agrees to comply with all antitrust laws of the United States and the 9. Miami-Dade County Living Wage Affidavit State of Florida. (Section 2-8.9 of the Code of Miami-Dade County) b) Conflict of Interest and Code of Ethics Section 2-11.1(d)of the Code requires that any County employee or any member of the employee's immediate family who has a controlling financial interest,direct or indirect,with Miami-Dade County or any person or agency acting for Miami-Dade County, competing or applying for a contract, must first request a conflict of interest opinion from the County's Ethics Commission prior to their or their immediate family members entering into any contract or transacting any business through a firm,corporation, partnership or business entity in which the employee or any member of the employee's immediate family has a controlling financial interest,direct or indirect,with Miami-Dade County or any person or agency acting for Miami-Dade County. Any such contract or business engagement entered in violation of this subsection, as amended, shall be rendered voidable. All autonomous personnel, quasi-judicial personnel, advisory personnel, and employees wishing to do business with the County are hereby advised they must comply with the applicable provisions of Section 2-11.1 of the Code relating to Conflict of Interest and Code of Ethics. In accordance with Section 2-11.1(y) of the Code, the Miami-Dade County Commission on Ethics and Public Trust shall be empowered to review,interpret,render advisory opinions and letters of instruction,and enforce the Conflict of Interest and Code of Ethics Ordinance. ARTICLE 32. INSPECTOR GENERAL REVIEWS Independent Private Sector Inspector General Reviews Pursuant to Miami-Dade County Administrative Order No.3-20,the County has the right to retain the services of an Independent Private Sector Inspector General (the"IPSIG"), whenever the County deems it appropriate to do so. Upon written notice from the County,the Contractor shall make available to the IPSIG retained by the County, all requested records and documentation pertaining to this Agreement for inspection and reproduction. The County shall be responsible for the payment of these IPSIG services, and under no circumstance shall the Contractors prices and any changes thereto approved by the County, be inclusive of any charges relating to these IPSIG services. The terms of this provision apply to the Contractor,its officers,agents,employees,Subcontractors,and assignees. Nothing contained in this provision shall impair any independent right of the County to conduct an audit or investigate the operations, activities, and performance of the Contractor in connection with this Agreement. The terms of this Article shall not impose any liability Page 14 of 23 Miami-Dade County, FL Contract No. BW-10219 on the County by the Contractor or any third party. Miami-Dade County Inspector General Review According to Section 2-1076 of the Code, Miami-Dade County has established the Office of the Inspector General which may, on a random basis, perform audits on all County contracts,throughout the duration of said contracts. The cost of the audit for this Contract shall be one quarter of one percent(0.25%)of the total Contract amount which cost shall be included in the total Contract amount. The audit cost will be deducted by the County from progress payments to the Contractor. The audit cost shall also be included in all change orders and all Contract renewals and extensions. Exception: The above application of one quarter of one percent(0.25%)fee assessment shall not apply to the following contracts: (a) IPSIG contracts;(b)contracts for legal services;(c)contracts for financial advisory services;(d)auditing contracts;(e)facility rentals and lease agreements; (f)concessions and other rental agreements; (g)insurance contracts; (h)revenue-generating contracts; (i)contracts where an IPSIG is assigned at the time the contract is approved by the Board; (j) professional service agreements under$1,000; (k) management agreements; (I)small purchase orders as defined in Miami-Dade County Implementing Order No. 3-38; (m)federal, state and local government-funded grants;and(n) interlocal agreements. Notwithstanding the foregoing, the Miami-Dade County Board of County Commissioners may authorize the inclusion of the fee assessment of one quarter of one percent(0.25%) in any exempted contract at the time of award. Nothing contained above shall in any way limit the powers of the Inspector General to perform audits on all County contracts including, but not limited to,those contracts specifically exempted above. The Miami-Dade County Inspector General is authorized and empowered to review past, present, and proposed County and Trust contracts, transactions, accounts, records, and programs. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of records, and monitor existing projects and programs. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in conformance with plans, specifications, and applicable law. The Inspector General is empowered to analyze the necessity of and reasonableness of proposed change orders to the Contract. The Inspector General is empowered to retain the services of IPSIGs to audit, investigate, monitor, oversee, inspect, and review operations, activities, performance and procurement process, including but not limited to project design, specifications, proposal submittals, activities of the Contractor, its officers, agents and employees, lobbyists, County staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption. Upon written notice to the Contractor from the Inspector General or IPSIG retained by the Inspector General, the Contractor shall make all requested records and documents available to the Inspector General or IPSIG for inspection and copying. The Inspector General and IPSIG shall have the right to inspect and copy all documents and records in the Contractors possession,custody or control which,in the Inspector General's or IPSIG's sole judgment, pertain to performance of the Contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements form and which successful and unsuccessful Subcontractors and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, proposal and contract documents, back-charge documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds,rebates,or dividends received,payroll and personnel records,and supporting documentation for the aforesaid documents and records. ARTICLE 33. FEDERAL,STATE,AND LOCAL COMPLIANCE REQUIREMENTS As applicable, Contractor shall comply, subject to applicable professional standards, with the provisions of all applicable federal, state and the County orders, statutes, ordinances, rules and regulations which may pertain to the Services required under this Agreement, including, but not limited to: a) Equal Employment Opportunity clause provided under 41 C.F.R.Part 60-1.3 in accordance with Executive Order 11246,"Equal Employment Opportunity", as amended. b) Miami-Dade County Small Business Enterprises Development Participation Provisions. c) The Clean Air Act (42 U.S.C. § 7401-7671q.) and the Federal Water Pollution Contract Act (33 U.S.C. §§ 1251-1387), as amended. d) The Davis-Bacon Act(40 U.S.C.§§3141-3144 and 3146-3148)as supplemented by the Department of Labor regulations(29 C.F.R. Part 5). Page 15 of 23 Miami-Dade County,FL Contract No. BW-10219 e) The Copeland"Anti-Kickback"Act(40 U.S.C.§3145)as supplemented by the Department of Labor regulations(29 C.F.R.Part 2). f) Section 2-11.1 of the Code of Miami-Dade County,"Conflict of Interest and Code of Ethics". g) Section 10-38 of the Code of Miami-Dade County, "Debarment of Contractors from County Work". h) Section 11A-60-11A-67 of the Code of Miami-Dade County,"Domestic Leave". i) Section 21-255 of the Code of Miami-Dade County, prohibiting the presentation, maintenance, or prosecution of false or fraudulent claims against Miami-Dade County. j) The Equal Pay Act of 1963, as amended(29 U.S.C.§206(d)). k) Section 448.07 of the Florida Statutes"Wage Rate Discrimination Based on Sex Prohibited". I) Chapter 11A of the Code of Miami-Dade County(§ 11A-1 et seq.)"Discrimination". m) Chapter 22 of the Code of Miami-Dade County(§22-1 et seq.)"Wage Theft". n) Chapter 8A,Article XIX,of the Code of Miami-Dade County(§8A-400 et seq.)"Business Regulations". o) Any other laws prohibiting wage rate discrimination based on sex. p) Byrd Anti-Lobbying Amendment(31 U.S.C. § 1352). q) Executive Order 12549"Debarment and Suspension", which stipulates that no contract(s)are"to be awarded at any tier or to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs". r) The prohibitions against discrimination on the basis of age under the Age Discrimination Act of 1975 (42 U.S.C. §§ 6101-07) and regulations issued pursuant thereto(24 C.F.R. Part 146). Pursuant to Resolution No. R-1072-17, by entering into this Contract, the Contractor is certifying that the Contractor is in compliance with, and will continue to comply with,the provisions of items"f'through"k"above. The Contractor shall hold all licenses and/or certifications, obtain and pay for all permits and/or inspections, and comply with all laws, ordinances,regulations and building code requirements applicable to the work required herein. Damages,penalties,and/or fines imposed on the County or Contractor for failure to obtain and maintain required licenses,certifications, permits and/or inspections shall be borne by the Contractor. The Project Manager shall verify the certification(s), license(s), and permit(s)for the Contractor prior to authorizing Work and as needed. Notwithstanding any other provision of this Agreement,Contractor shall not be required pursuant to this Agreement to take any action or abstain from taking any action if such action or abstention would, in the good faith determination of the Contractor,constitute a violation of any law or regulation to which Contractor is subject, including but not limited to laws and regulations requiring that Contractor conduct its operations in a safe and sound manner. ARTICLE 34. NONDISCRIMINATION During the performance of this Contract, Contractor agrees to not discriminate against any employee or applicant for employment because of race,color,religion,ancestry,national origin,sex,pregnancy,age,disability,marital status,familial status,sexual orientation, gender identity or gender expression,status as victim of domestic violence,dating violence or stalking,or veteran status,and on housing related contracts the source of income, and will take affirmative action to ensure that employees and applicants are afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to recruitment, employment,termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on the job training. By entering into this Contract,the Contractor attests that it is not in violation of the Americans with Disabilities Act of 1990(and related Acts)or Miami-Dade County Resolution No. R-385-95. If the Contractor or any owner,subsidiary or other firm affiliated with or related Page 16 of 23 Miami-Dade County, FL Contract No. BW-10219 to the Contractor is found by the responsible enforcement agency or the County to be in violation of the Act or the Resolution, such violation shall render this Contract void. This Contract shall be void if the Contractor submits a false affidavit pursuant to this Resolution or the Contractor violates the Act or the Resolution during the term of this Contract,even if the Contractor was not in violation at the time it submitted its affidavit. ARTICLE 35. CONFLICT OF INTEREST The Contractor represents that: a) No officer, director, employee, agent, or other consultant of the County or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment, or compensation, whether tangible or intangible,in connection with the award of this Agreement. b) There are no undisclosed persons or entities interested with the Contractor in this Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without collusion,fraud or conflict of interest. No elected or appointed officer or official,director, employee, agent,or other consultant of the County,or of the State of Florida(including elected and appointed members of the legislative and executive branches of government),or a member of the immediate family or household of any of the aforesaid: i) is interested on behalf of or through the Contractor directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement,or in the Services, Deliverables or Work,to which this Agreement relates or in any portion of the revenues;or ii) is an employee, agent, advisor, or consultant to the Contractor or to the best of the Contractor's knowledge any Subcontractor or supplier to the Contractor. c) Neither the Contractor nor any officer,director,employee,agency,parent,subsidiary,or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's faithful performance of its obligation under this Agreement; provided that the County, in its sole discretion, may consent in writing to such a relationship, provided the Contractor provides the County with a written notice, in advance, which identifies all the individuals and entities involved and sets forth in detail the nature of the relationship and why it is in the County's best interest to consent to such relationship. d) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest. In the event there is a difference between the standards applicable under this Agreement and those provided by statute,the stricter standard shall apply. e) In the event Contractor has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent violation of any of the above, Contractor shall promptly bring such information to the attention of the Project Manager. Contractor shall thereafter cooperate with the County's review and investigation of such information and comply with the instructions Contractor receives from the Project Manager regarding remedying the situation. ARTICLE 36. PRESS RELEASE OR OTHER PUBLIC COMMUNICATION Under no circumstances shall the Contractor without the express written consent of the County: a) Issue or permit to be issued any press release, advertisement or literature of any kind which refers to the County,or the Work being performed hereunder, unless the Contractor first obtains the written approval of the County. Such approval may be withheld if for any reason the County believes that the publication of such information would be harmful to the public interest or is in any way undesirable; and b) Communicate in any way with any contractor, department, board, agency, commission or other organization or any person whether governmental or private in connection with the Work to be performed hereunder except upon prior written approval and instruction of the County;and c) Except as may be required by law,the Contractor and its employees,agents, Subcontractors, and suppliers will not represent, directly or indirectly,that any Work, Deliverables or Services provided by the Contractor or such parties has been approved or endorsed by the County. ARTICLE 37. BANKRUPTCY Page 17 of 23 Miami-Dade County, FL Contract No. BW-10219 The County may terminate this Contract, if,during the term of any contract the Contractor has with the County,the Contractor becomes involved as a debtor in a bankruptcy proceeding,or becomes involved in a reorganization,dissolution,or liquidation proceeding,or if a trustee or receiver is appointed over all or a substantial portion of the property of the Contractor under federal bankruptcy law or any state insolvency law. ARTICLE 38. GOVERNING LAW This Contract, including appendices, and all matters relating to this Contract(whether in contract, statute, tort(such as negligence), or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Florida. Venue shall be in Miami-Dade County. ARTICLE 39. COUNTY USER ACCESS PROGRAM(UAP) a) User Access Fee Pursuant to Section 2-8.10 of the Code,this Contract is subject to a user access fee under the County User Access Program("UAP")in the amount of two percent(2%). All sales resulting from this Contract, or any contract resulting from the solicitation referenced on the first page of this Contract,and the utilization of the County Contract price and the terms and conditions identified herein, are subject to the two percent(2%) UAP. This fee applies to all Contract usage whether by County Departments or by any other governmental,quasi- governmental or not-for-profit entity. The Contractor providing goods or services under this Contract shall invoice the Contract price and shall accept as payment thereof the Contract price less the 2% UAP as full and complete payment for the goods and/or services specified on the invoice. The County shall retain the 2% UAP for use by the County to help defray the cost of the procurement program. Contractor participation in this invoice reduction portion of the UAP is mandatory. b) Joint Purchase Only those entities that have been approved by the County for participation in the County's Joint Purchase and Entity Revenue Sharing Agreement are eligible to utilize or receive County Contract pricing and terms and conditions.The County will provide to approved entities a UAP Participant Validation Number.The Contractor must obtain the participation number from the entity prior to filling any order placed pursuant to this Section. Contractor participation in this joint purchase portion of the UAP, however, is voluntary. The Contractor shall notify the ordering entity, in writing,within three business days of receipt of an order,of a decision to decline the order. For all ordering entities located outside the geographical boundaries of Miami-Dade County,the Contractor shall be entitled to ship goods on an "FOB Destination, Prepaid and Charged Back" basis. This allowance shall only be made when expressly authorized by a representative of the ordering entity prior to shipping the goods. The County shall have no liability to the Contractor for the cost of any purchase made by an ordering entity under the UAP and shall not be deemed to be a party thereto. All orders shall be placed directly by the ordering entity with the Contractor and shall be paid by the ordering entity less the 2%UAP. c) Contractor Compliance If a Contractor fails to comply with this Article,that Contractor may be considered in default by the County in accordance with Article 24 of this Contract. ARTICLE 40. INTEREST OF MEMBERS,OFFICERS OR EMPLOYEES AND FORMER MEMBERS,OFFICERS OR EMPLOYEES No member, officer, or employee of the County, no member of the governing body of the locality in which the Project is situated, no member of the governing body in which the County was activated,and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the project, shall, during his or her tenure, or for one year thereafter, have any interest, direct or indirect, in this Contract or the proceeds thereof. ARTICLE 41. LIENS Page 18 of 23 Miami-Dade County, FL Contract No. BW-10219 The Contractor is prohibited from placing a lien on County property. This prohibition shall apply to all Subcontractors. ARTICLE 42. FIRST SOURCE HIRING REFERRAL PROGRAM Pursuant to Section 2-2113 of the Code,for all contracts for goods and services,the Contractor,prior to hiring to fill each vacancy arising under a County contract shall(1)first notify Career Source South Florida("CSSF"),the designated Referral Agency,of the vacancy and list the vacancy with CSSF according to the Code,and(2)make good faith efforts as determined by the County to fill a minimum of fifty percent(50%)of its employment needs under the County contract through the CSSF. If no suitable candidates can be employed after a Referral Period of three to five days,the Contractor is free to fill its vacancies from other sources. Contractor will be required to provide quarterly reports to the CSSF indicating the name and number of employees hired in the previous quarter, or why referred candidates were rejected. Sanctions for non-compliance shall include, but not be limited to: (i) suspension of Contract until Contractor performs obligations,if appropriate;(ii)default and/or termination;and(iii)payment of$1,500/employee,or the value of the wages that would have been earned given the noncompliance,whichever is less. Registration procedures and additional information regarding the First Source Hiring Referral Program are available at https:/Capps.careersourcesfl.com/firstsource/. ARTICLE 43. PUBLIC RECORDS AND CONTRACTS FOR SERVICES PERFORMED ON BEHALF OF MIAMI-DADE COUNTY The Contractor shall comply with the Public Records Laws,including by not limited to,(1)keeping and maintaining all public records that ordinarily and necessarily would be required by the County in order to perform the service; (2)providing the public with access to public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensuring that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law;and(4)meeting all requirements for retaining public records and transferring,at no cost,to the County all public records in possession of the Contractor upon termination of the Contract and destroying any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements upon such transfer.In addition,all records stored electronically must be provided to the County in a format that is compatible with the information technology systems of the County. Failure to meet any of these provisions or to comply with Florida's Public Records Laws as applicable shall be a material breach of this Agreement and shall be enforced in accordance with the terms and conditions of the Agreement. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 375.5773, ISD- VSS@MIAMIDADE.GOV, 111 NW 1st STREET, SUITE 1300, MIAMI, FLORIDA 33128. ARTICLE 44. VERIFICATION OF EMPLOYMENT ELIGIBILITY(E-VERIFY) By entering into this Contract,the Contractor becomes obligated to comply with the provisions of Section 448.095 of the Florida Statutes, titled"Verification of Employment Eligibility".This includes but is not limited to utilization of the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of all newly hired employees by the Contractor effective January 1,2021 and requiring all Subcontractors to provide an affidavit attesting that the Subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Failure to comply may lead to termination of this Contract, or if a Subcontractor knowingly violates the statute, the subcontract must be terminated immediately.Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) calendar days after the date of termination and the Contractor may be liable for any additional costs incurred by the County resulting from the termination of the Contract. If this Contract is terminated for a violation of the statute by the Contractor,the Contractor may not be awarded a public contract for a period of one year after the date of termination. Public and private employers must enroll in the E-Verify System(http:l/www.uscis.gov/e-verify)and retain the 1-9 Forms for inspection. ARTICLE 45. SURVIVAL The Parties acknowledge that any of the obligations in this Agreement will survive the term, termination, and cancellation hereof. Accordingly,the respective obligations of the Contractor and the County under this Agreement,which by nature would continue beyond the termination,cancellation,or expiration thereof,shall survive termination,cancellation or expiration hereof. Pane 19 of 23 Miami-Dade County, FL Contract No.BW-10219 • IN WITNESS WHEREOF,the Parties have executed this Agreement effective as of the last date that the Agreement is executed below, Contractor Miami-Dade County /2 By: 4� . ...., C e C ......c......_._...— --- By: • Name: Andrew G. Reece Name: Danielle L ine Cava Title: Title: Mayor President/C.E.O. Date: February 17, 2023 Date: 3 Pa /a2_ Attest liiii.dgi H-.44.41.rt .-'' Attest: Corporate Secretary/Notary Public Clerk of the Board I ; G MMig A Approved as to form .., Corporate Seal/Notary Seal and legal sufficiencyj+t+ .!� r t. V .n ..J'r :�,,c •,:0 Liq U.:1,, "'. .‘'',��P+RAe I��''' �i�ue . 2, PtzsLayuu 44.e a i, ! i ii 0,'..f �``(.` ~' ��`'..**.NOTARY"<5,=t Assistant County Attorney �� c.•..r COMPANY r : cal PUBLIC ..�G: ->: 2fh " Cr~ . REG#241980 .N o MY COMMISSIONS S EXPIRES :-. ,Y. :i�•• 6/30/2025 . . .� is� � /J' �1 0 i '`' "''' ' 34LTH DF,40'� iI Page 20 of 23 Miami-Dade County, FL Contract No. BW-10219 APPENDIX A—SCOPE OF SERVICES 2.1 Background On December 1st, 2021, Miami-Dade Fire Rescue(MDFR)made a recommendation to the Board of County Commissioners(Board)to approve the rejection of all proposals received for Solicitation No. RFP-00589, Computer Aided Dispatch(CAD)Solution.The reason for the rejection of proposals was due to the rapidly developing technology that evolved over the course of the procurement.As a result,the scope of work originally advertised in the RFP changed significantly,necessitating a new solicitation that reflects the continuously evolving industry inclusive of an updated scope to ensure fair and open competition. MDFR requires a Contractor that can provide the department assistance in the preparation of the procurement and implementation service.The Contractor should be knowledgeable of CAD software systems,CAD to CAD solutions or be familiar with the infrastructure of the MDFR's technical component. 2.2 Services to be provided The Contractor shall provide MDFR with project management support,business analysis services,quality assurance,and subject matter experience throughout all phases of the MDFR CAD replacement initiative.Specific tasks and activities will be assigned by and be at the discretion of MDFR and may include but are not limited to the following typical CAD and CAD-to-CAD vendor procurement and system implementation task descriptions. The Contractor shall: 2.2.1 RFP Response - Create assessment tools and evaluation processes as part of the RFP process. P rovide templates for departmental review,modifications,and concurrence.Provide tools that will be used during the review of vendor submittals and vendor demonstrations 2.2.2 Evaluation and Scoring - Coordinate a multi-phase evaluation and a weighted scoring process. 2.2.3 Scenario Demonstration -Create operational scenarios that demonstrate real-life situations and functions in relation to the requirements developed in the RFP. Create scenarios that will focus on integrated solutions and workflows that illustrate the initiation of an activity, how the system manages data, and how the data is turned into information in the form of reports and data-rich information. 2.2.4 Contract Negotiations • Assist MDFR by establishing a strategic Negotiations Plan, evaluation and scoring process, Identify and send clarification questions, Identify items of agreement,communications with the selected CAD proposer. 2.2.5 Implementation - Collaborate with the selected proposer to build a project plan and schedule based on input from all parties and obtain the department's approval. The project schedule must reflect those activities needed to successfully implement the new CAD and manage the project. 2.2.6 Monitoring and Control - Monitor and control all the processes covered in the project plan to ensure each party performs as stated in the project plan. Risks and issues logs will be generated ensuring risks are known and mitigated as agreed upon by the effected parties,and issues are resolved to MDFR's satisfaction. 2.2.7 System—Assist and facilitate the system design and technical build process.Review documents and provide a constructability and coordination review of the documents at various stages of design. 2.2.8 System Installation and Configuration Work with the selected proposer and the County to develop a comprehensive approach to installing and configuring the system to meet the operational needs of the dispatchers,field users and management staff. 2.2.9 Interface Integration - Work with the selected proposer and the County to ensure each interface identified is installed and functional. If development is required for an interface,work with the selected proposer to ensure they have sufficient information to develop and test the interface. Track the development process and hold the selected proposer's accountable for the results and time of delivery. Page 21 of 23 Miami-Dade County, FL Contract No. BW-10219 2.2.10 Installation - Work with MDFR and the selected proposer to determine the feasibility and level of effort to convert existing CAD data into a format compatible with the new system. Work with the selected proposer to ensure they have the data schema for the existing data.When the selected proposer determines the conversion process and timeframe to convert the data, the project manager will incorporate that effort into the overall schedule and monitor the selected proposer's performance. 2.2.11 System Acceptance Testing- Develop a comprehensive,detailed system test plan.The plan may include the following areas: System test planning,interface testing,load testing,test results,corrective action,functional test observations,system reliability monitoring,test reporting. 2.2.12 End-user Testing—Provide end-user testing to include testing each of the functional specifications listed in the functional specification's matrix, test scripts and scenarios created by the end-users, and other tests deemed necessary by the County. Any failures during end-user testing will be noted and resolved as determined by the County. Testing will be observed and accepted by MDFR's staff authorized to perform and approve testing. 2.2.13 Policy and Procedures - Review MDFR's current policy and procedures manuals and develop training manuals and methodologies that meet MDFR needs. 2.2.14 Project Closeout-Produce and deliver all documents described in this contract with MDFR.Work with the selected proposer and MDFR's County and support staff to determine the level of documentation required to support the new solutions and monitor the selected proposer's performance for the delivery of the documents. 2.3 Schedule Prepare a Project Master Schedule that includes a preliminary development schedule for any features the department and selected proposer have agreed to develop for the implementation identify risks and develop a mitigation and site logistics plan to deal with project risks. Identify schedule control points to guide all project activities and recommend they be included in the contract documents. Provide quality assurance throughout the project. Work with MDFR and the vendor to develop a detailed project specific quality assurance program that provides for the achievement of the highest quality design and configuration possible. 2.4 Training After system and end-user testing are completed to a level of the County satisfaction, end-user training can begin. End-users, supervisors, and management staff will receive the training prescribed in the training plan developed by the County. Page 22 of 23 Miami-Dade County, FL Contract No. BW-10219 APPENDIX B—PRICE SCHEDULE The not-to-exceed hourly rates shown below are for the various staff levels to complete the required tasks and deliverables as stated in Appendix A.Compensation for work shall be paid as needed,on an hourly basis. • Maximum Hourly Rates For Work-Year 1 &2 Staff Position Hourly Hourly Remote Rate Loaded Rate Project Manager $165 $200 Fire Dispatch Business Analyst $ 165 $200 CAD-to-CAD SME/Business Analyst $ 165 $200 Notes: 1. The hourly rates above shall remain firm and fixed for the term of the Contract,including any extensions thereof. 2. The hourly rates above include all costs,including all out-of-pocket expenses,such as travel,per diem,and miscellaneous costs and fees,which shall be incorporated in this price schedule,as they will not be reimbursed separately by the County. 3. Notwithstanding the rates above,compensation to the Contractor shall be based on the projects assigned.The Contractor shall not exceed the maximum hourly rates when calculating the not-to-exceed cost statement required for each assignment. 4. The positions identified in the table above,shall be the same as the key positions identified to the County.The County expects that the key personnel,in those positions,will be performing the services,as needed. 5. The total amount to be paid by the County shall not exceed $250,000.00. It is acknowledged and agreed to by the Contractor that the dollar limitation set forth in this section is a limitation upon and describes the maximum extent of County's obligation to pay the Contractor but does not include a limitation upon the Contractor's duty to perform all services set forth in Appendix A for the total compensation in the amount stated above. Pape 23 of 23