keyboard enterable version of r0935303r1 - co. web viewrequest for letters of interest (rli) rli...

Broward County Purchasing Division 115 S. Andrews Avenue, Room 212

Fort Lauderdale, FL 33301(954) 357-6065 FAX (954) 357-8535

Request for Letters of Interest (RLI)RLI Number: R0935303R1

RLI Name: Asset Management System – Transit and Fleet Services

Procurement AuthorityUnchecked boxes do not apply to this solicitation.

Pursuant to the Broward County Procurement Code, the Broward County Commission invites qualified firms to submit Letters of Interest for consideration to provide services on the following project:

Standard Request for Letters of Interest

Construction General Contractor: Two-Step Process - (Step 1) Issue RLI to Short list firms - (Step 2) Issue Invitation for Bids to Shortlisted firms to obtain bids

Establish Library of Firms for Services

Pursuant to the Broward County Procurement Code, the Broward County Commission invites qualified firms to submit Letters of Interest for consideration to provide Construction Manager at Risk Services on the following project.

Standard Construction Manager at Risk

Construction Manager at Risk (Modified): Two Step Process - (Step 1) Issue RLI to Short list firms (Step 2) Issue Invitation for Bids to Shortlisted firms to obtain bids

Pursuant to Florida Statutes, Chapter 287.055 (Consultants Competitive Negotiations Act), the Broward County Commission invites qualified firms to submit Letters of Interest for consideration to provide Professional Consulting Services on the following project.

Non-Continuing Contract: (Check only one box)

Professional services needed for a construction project where the construction costs exceed $ 325,000

Professional services needed for a planning or study activity where the fee for the professional services exceed $ 35,000

Continuing Contract :( Check only one box)

Professional services needed for projects in which construction costs do not to exceed $2 million

Professional services needed for study activities when the fee for such professional service does not exceed $ 200,000

Professional services needed for work of a specified nature

Design-Build: (Check only one box)

Qualification - Based with a Guaranteed Maximum Price and a Guaranteed Completion Date

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Two-Step process - (Step 1) Issue RLI to Short list firms - (Step 2) Issue Request for Proposals to Shortlisted firms to obtain proposals

The scope of services shall include:The Transit Division and Fleet Services Division are seeking the installation of a Core Web enabled Fleet, Inventory, and Facilities Maintenance Asset Management System (AMS) which allows for effective maintenance of the Broward County Bus Network system and Fleet Service. The Broward County Bus Network System, provides service coverage for 410 square miles, and has up to 350 buses. Fleet Services has approximately 2,500 automobiles which service 50 to 75 County Departments and Agencies.

The AMS will enable Transit and Fleet managers to track and control equipment, parts and other supplies to maintain the Broward County Bus Network System and Fleet. This system shall also include the ability to provide links to Broward County’s current and future systems such as Financial, Human Resources and ERP.

Refer to Attachment A “2.0 Broward County Transportation Department Transit Division 2011 – Fleet, Facilities and Asset Management Technical Requirements and Specifications” for a detailed scope of service.

Submittal InstructionsUnchecked boxes do not apply to this solicitation.

Only interested firms from the Sheltered Market may respond to this solicitation.

This solicitation is open to the general marketplace.

Interested firms may supply requested information in the “Evaluation Criteria” section by typing right into the document using Microsoft Word. Firms may also prepare responses and any requested ancillary forms using other means but following the same order as presented herein.

Submit seven (7) CDs, containing the following files: CD or DVD discs included in the submittal must be finalized or closed so that no changes can be made to the contents of the discs.

IT IS IMPORTANT THAT EACH CD BE LABELED WITH THE COMPANY NAME, RLI NUMBER AND TITLE, AND THEN PLACED IN AN INDIVIDUAL DISC ENVELOPE.

1. A single PDF file that contains your entire response with each page of the response in the order as presented in the RFP/RLI document, including any attachments.

2. Responses to the Evaluation Criteria questions are to be provided in the following formats: a. Microsoft Word for any typed responses. b. Microsoft Excel for any spreadsheets

Submit three (3) total printed copies (hard copies) of your response.

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It is the responsibility of each firm to assure that the information submitted in both its written response and CDs are consistent and accurate. If there is a discrepancy, the information provided in the written response shall govern.

This is of particular importance in the implementation of the County's tiebreaker criteria. As set forth in Section 21.31.d of the Procurement Code, the tiebreaker criteria shall be applied based upon the information provided in the firm's response to the solicitation. Therefore, in order to receive credit for any tiebreaker criterion, complete and accurate information must be contained in the written submittal.

Send all requested materials to:

Broward County Purchasing Division115 South Andrews Avenue, Room 212Fort Lauderdale, FL 33301RE: RLI Number: R0935303R1

The Purchasing Division must receive submittals no later than 5:00 pm on January 9, 2012. Purchasing will not accept electronically transmitted, late, or misdirected submittals. If fewer than three interested firms respond to this solicitation, the Director of Purchasing may extend the deadline for submittal by up to four (4) weeks. Submittals will only be opened following the final submittal due date.

For Additional Project Information Contact:

Project Manager: Tommie JonesPhone: 954-357-8368Email: [email protected]

Selection ProcessA Selection Committee (SC) will be responsible for recommending the most qualified firms and ranking them for negotiation. The process for this procurement may proceed in the following manner:

Review ResponsesThe Purchasing Division delivers the submittals to agency staff for summarization for the Selection Committee members. The Office of Economic and Small Business Development staff evaluates submittals to determine compliance with the Office of Economic and Small Business Development Program requirements, if applicable. Agency staff will prepare an analysis report which includes a matrix of responses submitted by the firms.

Staff will also identify any incomplete responses. The Director of Purchasing will review the information provided in the matrix and will make a recommendation to the Selection Committee as to each firm’s responsiveness to the requirements of the RLI. The final determination of responsiveness rests solely on the decision of the Selection Committee.

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Short ListingThe SC will meet to create a short list of the most qualified firms. The matrix and staff analysis report is a tool that the SC may use in its decision-making process. The County will not consider oral or written communications, prior to the conclusion of short-listing the firms, which may vary the terms of the submittals.

Cone of SilenceAt the time of the Selection Committee appointment (which is typically prior to the advertisement of the solicitation document) in this RLI process, a Cone of Silence will be imposed. Section 1-266, Broward County Code of Ordinances as revised, provides that after Selection Committee appointment, potential vendors and their representatives are substantially restricted from communicating regarding this RLI with the County Administrator, Deputy and Assistants to the County Administrator and their respective support staff, or any person appointed to evaluate or recommend selection in this RLI process. For communication with County Commissioners and Commission staff, the Cone of Silence allows communication until the Shortlist Meeting of the Selection Committee. After the application of the Cone of Silence, inquiries regarding this RLI should be directed to the Director of Purchasing or designee.

The Cone of Silence terminates when the County Commission or other awarding authority takes action which ends the solicitation.

Demonstrations If this box is checked, then this project may lend itself to an additional step where short-listed

firms demonstrate the nature of their offered solution. In those cases, staff, and sometimes members of the SC, may request a representative display or demonstration. If the SC decides that demonstrations are necessary, short-listed firms will receive a description of, and arrangements for, the desired demonstration.

PricingUnchecked boxes do not apply to this solicitation.

Price may be considered in the final evaluation and ranking of the short-listed firms. If the SC will consider price, staff will provide each short-listed firm with a pricing submittal instrument and instructions for its preparation and delivery.

Price will not be a factor in evaluating or ranking the interested firms.

County staff and the top ranked firm will negotiate fees for pre-construction services during the Negotiation Phase of this process. Generally, the Parties negotiate a Guaranteed Maximum Price (GMP) for construction services during the course of pre-construction services.

Public Art and Design ProgramUnchecked boxes do not apply to this solicitation.

Section 1-88, as amended, of the Broward County Code (of Ordinances) contains the requirements for the Broward County’s Public Art and Design Program. It is the intent of Broward County to functionally integrate art, when applicable, into capital projects and

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integrate artists’ design concepts into this improvement project. The bidder may be required to collaborate with the artist(s) on design development within the scope of this request. Artist(s) shall be selected by Broward County through an independent process. (For additional information contact Mary Becht at (954) 357-7456).

Presentations/Interviews/RankingEach of the short-listed firms will have an opportunity to make an oral presentation to the SC on the firm’s approach to this project and the firm’s ability to perform. The SC may provide a list of subject matter for the discussion. The firms will have equal time to present but the question-and-answer time may vary. The SC will rank the firms and post its recommendation for three days as a “Proposed Recommendation of Ranking”. Following this three-day period, if no objections to the proposed ranking have been received in writing by the Director of Purchasing, a Final Recommendation of Ranking will be posted and presented to the Board for approval. At the discretion of the Board, presentations to the Board of County Commissioners by the ranked firms may be required.

State and Local PreferencesIf the solicitation involves a federally funded project where the fund requirements prohibit the use of state and/or local preferences, such preferences contained in the County's Local Preference Ordinance, Domestic Partnership Ordinance and Procurement Code will not be applied in the procurement process.

Negotiation and AwardThe Purchasing Negotiator, assisted by County staff, will attempt to negotiate a contract with the first ranked firm. If an impasse occurs, the County ceases negotiation with the firm and begins negotiations with the next-ranked firm. The final negotiated contract will be forwarded by the Purchasing Negotiator to the Selection Committee for approval, if required by the committee, or to the awarding authority for approval.

Posting of Solicitation and Proposed Contract AwardsThe Broward County Purchasing Division's website is the official location for the County's posting of all solicitations and contract award results. It is the obligation of each vendor to monitor the website in order to obtain complete and timely information. The website is located athttp://www.broward.org/Purchasing/Pages/SolicitationResult.aspx

Vendor Protest

Sections 21.118 and 21.119 of the Broward County Procurement Code set forth procedural requirements that apply if a vendor intends to protest a solicitation or proposed award of a contract and state in part the following:

(a) Any protest concerning the bid or other solicitation specifications or requirements must be made and received by the County within seven (7) business days from the posting of the solicitation or addendum on the Purchasing Division’s website. Such protest must be made in writing to the Director of Purchasing. Failure to timely protest bid specifications or requirements is a waiver of the ability to protest the specifications or requirements.

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http://www.broward.org/Purchasing/Pages/SolicitationResult.aspx



(b) Any protest concerning a solicitation or proposed award above the award authority of the Director of Purchasing, after the bid opening, shall be submitted in writing and received by the County within five (5) business days from the posting of the recommendation of award on the Purchasing Division's website.

(c) Any actual or prospective bidder or offeror who has a substantial interest in and is aggrieved in connection with the proposed award of a contract which does not exceed the amount of the award authority of the Director of Purchasing, may protest to the Director of Purchasing. The protest shall be submitted in writing and received within three (3) business days from the posting of the recommendation of award on the Purchasing Division's website.

(d) For purposes of this section, a business day is defined as Monday through Friday between 8:30 a.m. and 5:00 p.m. Failure to timely file a protest within the time prescribed for a solicitation or proposed contract award shall be a waiver of the vendor's right to protest.

(e) Protests arising from the decisions and votes of a Selection Committee or Evaluation Committee shall be limited to protests based upon the alleged deviations from established Committee procedures set forth in the Broward County Procurement Code and existing written Guidelines. Any allegations of misconduct or misrepresentation on the part of a competing vendor shall not be considered a protest.

(f) As a condition of initiating any RLI protest, the protestor shall present the Director of Purchasing a nonrefundable filing fee in accordance with the table below.

Estimated Contract Amount Filing Fee$30,000 - $250,000 $ 500$250,001 - $500,000 $1,000$500,001 - $5 million $3,000Over $5 million $5,000

If no contract bid amount was submitted, the estimated contract amount shall be the County’s estimated contract price for the project. The County may accept cash, money order, certified check, or cashier’s check, payable to Broward County Board of Commissioners.

Employment Verification Program (E-Verify)Unchecked boxes do not apply to this solicitation.

This service is funded by the State of Florida. Therefore, you are required to complete and return the attached “Employment Eligibility Verification Program Contractor Certification”.

Rejection of ResponsesThe Selection Committee may recommend to the Director of Purchasing the rejection of all responses to this solicitation.

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Public Records and Exemptions

Upon receipt, all response submittals become "public records" and shall be subject to public disclosure consistent with Chapter 119, Florida Statutes. Any firm that intends to assert any materials to be exempted from public disclosure under Chapter 119, Florida Statutes must submit the document(s) in a separate bound document labeled "Name of Firm, Attachment to Proposal Package, RLI# - Confidential Matter". The firm must identify the specific statute that authorizes the exemption from the Public Records Law.

Failure to provide this information at the time of submittal may result in a recommendation by the Director of Purchasing that the response is non-responsive.

Any claim of confidentiality on materials that the firm asserts to be exempt and placed elsewhere in the submittal will be considered waived by the firm upon submission, effective after opening.Please be aware that submitting confidential material may impact full discussion of your submittal by the Selection/Evaluation Committee because the Selection/Evaluation Committee will be unable to talk about the details of the confidential material(s) at the public Selection/Evaluation Committee meeting. Please note that the financial statement exemption provided for in Section 119.071(1) c, Florida Statutes only applies to submittals in response to a solicitation for a "public works" project.

Copyrighted MaterialsCopyrighted material will be accepted as part of a submittal only if accompanied by a waiver that will allow the County to make paper and electronic copies necessary for the use of County staff and agents. It is noted that copyrighted material is not exempt from the Public Records Law, Chapter 119, Florida Statutes. Therefore, such material will be subject to viewing by the public, but copies of the material will not be provided to the public.

Lobbyist Registration - CertificationA vendor who has retained a lobbyist(s) to lobby in connection with a competitive solicitation shall be deemed non-responsive unless the firm, in responding to the competitive solicitation, certifies, see attached form, that each lobbyist retained has timely filed the registration or amended registration required under Section 1-262, Broward County Code of Ordinances. If, after awarding a contract in connection with the solicitation, the County learns that the certification was erroneous, and upon investigation determines that the error was willful or intentional on the part of the vendor, the County may, on that basis, exercise any contractual right to terminate the contract for convenience.

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***NOTICE TO PROPOSERS***

Proposers are invited to pay strict attention to the following requirements of this RLI. The information being requested in this section is going to be used by the Selection Committee during the selection/evaluation process and further consideration for contract award. Please be aware that proposers have a continuing obligation to provide the County with any material changes to the information being requested in this RLI.

A. Definition of a Responsive Bidder:

In accordance with Broward County Procurement Code Section 21.8.b.66, a Responsive Bidder means a person who has submitted a bid which conforms in all material respects to a solicitation. A bid or proposal of a Responsive Bidder must be submitted on the required forms, which contain all required information, signatures, notarizations, insurance, bonding, security, or other mandated requirements required by the bid documents to be submitted at the time of bid opening.

Responsiveness CriteriaFailure to provide the information required below, at the time of submittal opening may result in a recommendation of non-responsive by the Director of Purchasing. The Selection Committee will determine whether the firm is responsive to the requirements specified herein. The County reserves the right to waive minor technicalities or irregularities as is in the best interest of the County in accordance with Section 21.30.f.1(c) of the Broward County Procurement Code.

1. Office of Economic and Small Business Development Program – (See Office of Economic and Small Business Development Program requirements below).

2. Federal Funding Supplement (Attachment C)

The successful bidder will be required to complete the applicable forms found in the Federal Funding Supplement (Attachment C)

This bid has the following DBE numerica goals: Race Neutral.

DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM / COMPLIANCES:

The Disadvantaged Business Enterprise (DBE) regulation (49CFR Part 26) establishes requirements for setting an overall goal for DBE participation in federally-funded contracts. This rule requires recipients of Federal funds to use a methodology based on demonstrable data of relevant market conditions and is designed to reach a goal the recipient would expect DBE’s to achieve in the absence of discrimination.

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Since this project is funded in part using federal funds, it is the policy of Broward County Office of Economic and Small Business Development to ensure that Disadvantaged Business Enterprises (DBE’s) as defined in 49 CFR Part 26, are afforded maximum opportunity to receive and participate as subcontractors and suppliers on all contracts awarded by the County. Therefore, a good-faith effort must be made to provide DBE’s an opportunity to participate in the project in accordance with the DBE Program Plan.

The Office of Economic and Small Business Development (OESBD) has determined that because federal funds are available for this project, DBE participation has been targeted through the use of RACE-NEUTRAL means. Race-Neutral does not mean that no efforts are made to facilitate DBE participation. Race-Neutral DBE participation occurs when a DBE wins a contract or subcontract that was not assigned numerical DBE goals, or when the DBE status was not considered in making the award. Some Race-Neutral means include but are not limited to: Making RFP or bids attractive to DBE’s; simplifying or reducing bonding requirements; making DBE’s award of opportunities and distributing DBE directories to prime contractors.

Although there are no numerical goals assigned to this project, bidders are highly encouraged to utilize the services of DBE certified firms as much as possible.

Business Enterprise Category % of Participation GoalFederal Disadvantaged Business Enterprise (DBE) – Race Neutral

0%

Overall Goal 0%

JOINT VENTURE ENTERPRISESUnchecked boxes do not apply to this solicitation

Construction Licensing A Joint Venture is required to provide evidence with its response that the Joint Venture, or at least one of the Joint Venture partners, holds the specified Construction License issued either by the State of Florida or Broward County. If not with its response, the Joint Venture is required to provide evidence prior to contract execution that the Joint Venture holds the specified Construction License issued either by the State of Florida or Broward County. A Joint Venture is also required to provide with its response a Statement of Authority indicating that the individual submitting the Joint Venture’s proposal has the legal authority to bind the Joint Venture. Failure to provide any of this information to

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the County at the required time may be cause for the response to the solicitation to be deemed non-responsive.

Florida RegistrationA Joint Venture is required to provide evidence with its response that the Joint Venture, or at least one of the Joint Venture partners, holds a Certificate of Authority or Certificate of Status from the Florida Department of State, Division of Corporations to transact business in Florida. If not with its response, the Joint Venture is required to provide evidence prior to contract execution that the Joint Venture is registered by the State of Florida and is allowed to transact business in Florida. Failure to provide any of this information to the County at the required time may be cause for the response to the solicitation to be deemed non-responsive.

B. Definition of Responsible Bidder:In accordance with Broward County Procurement Code Section 21.8.b.65, a Responsible Bidder or Offeror means an offeror who has the capability in all respects to perform the contract requirements, and the integrity and reliability which will assure good faith performance.

Responsibility Criteria

The Selection Committee will recommend to the awarding authority a determination of a firm’s responsibility. At any time prior to award, the awarding authority may find that an offeror is not responsible to receive a particular award. The following criteria shall be evaluated in making a determination of responsibility:

1. Financial Information - Although the review of a vendor's financial information is an issue of responsibility, the failure to either provide the financial documentation or correctly assert a confidentiality claim pursuant the Florida Public Records Law and the solicitation requirements as stated in the Evaluation Criteria and Public Record and Exemptions sections may result in a recommendation of non-responsive by the Director of Purchasing.

2. Litigation History - Although the review of a vendor's litigation history is an issue of responsibility, the failure to provide litigation history as required in the Evaluation Criteria may result in a recommendation of non-responsive by the Director of Purchasing.

Additionally, the awarding authority may consider the following factors, without limitation: debarment or removal from the authorized vendors list or a final decree, declaration or order by a court or administrative hearing officer or tribunal of competent jurisdiction that the offeror has breached or failed to perform a contract, claims history of the offeror, performance history on a County contract(s), an unresolved concern, or any other cause under this code and Florida law for evaluating the responsibility of an offeror.

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Right of AppealPursuant to Section 21.83 of the Broward County Procurement Code, any vendor that has a substantial interest in the matter and is dissatisfied or aggrieved in connection with the Selection Committee's determination of responsiveness may appeal the determination pursuant to Section 21.120 of the Code. The appeal must be in writing and sent to the Director of Purchasing within ten (10) calendar days of the determination by the Selection Committee to be deemed timely. As required by Section 21.120, the appeal must be accompanied by an appeal bond by a person having standing to protest and must comply with all other requirements of this section. The institution and filing of an appeal is an administrative remedy to be employed prior to the institution and filing of any civil action against the County concerning the subject matter of the appeal.

Projected ScheduleOpen Date: January 9, 2012Short list Date: February 16, 2012Presentations: March 22, 2012

If three (3) or fewer responses are received, a combination Short List and Presentation meeting may be held on March 22, 2012.

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Evaluation Criteria

With regard to the Evaluation criteria, each firm has a continuing obligation to provide the County with any material changes to the information requested. The County reserves the right to obtain additional information from interested firms.

Evaluation Criteria –

Project-Specific Criteria

Provide answers below. If you are submitting a response as a joint venture, you must respond to each question for each entity forming the joint venture. When an entire response cannot be entered, a summary, followed with a page number reference where a complete response can be found is acceptable.

1. Refer to Attachment ABroward County Transportation Division Transit Division 2011 Fleet, Facilities and Asset Management Technical Requirements and Specifications.

Attachment “A” – must be completed as stated in the directions, failure to complete may render the proposal non-responsive.

2. Provide documentation that your firm is an Asset Management System company, which currently owns the license and software you are proposing to Broward County for asset tracking.

3. Describe current similar projects and estimated date of completion.

4. Describe experience of projects of similar nature, scope and duration along with evidence of satisfactory completion, both on time and within budget, for the past five (5) years.

5. List all projects, including project number, with Broward County during the past five (5) years – completed or active.

6. Provide reference with contact name, phone number, location and e mail address of clients your company has provided Asset Management Service to over the past three (3) years.

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7. Describe your method of training the appropriate Broward County users, and the development of users training on the new interfaces to Automated Vehicle Locator (AVL) and Automated Vehicle Monitoring System (AVMS)

8. Provide a sample of your Indebt reporting with audit trails.


Company Profile


1. Supply legal firm name, headquarters address, local office addresses, state of incorporation, and key firm contact names with their phone numbers and e-mail addresses.

2. Supply the interested firm’s federal ID number and Dun and Bradstreet number.

3. Is the interested firm legally authorized, pursuant to the requirements of the Florida Statutes, to do business in the State of Florida?

4. All firms are required to provide Broward County the firm's financial statements at the time of submittal in order to demonstrate the firm's financial capabilities. Failure to provide this information at the time of submittal may result in a recommendation by the Director of Purchasing that the response is non-responsive. Each firm shall submit its most recent two (2) years of financial statements for review. The financial statements are not required to be audited financial statements. With respect to the number of years of

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financial statements required by this RLI, the firm must fully disclose the information for all years available; provided, however, that if the firm has been in business for less than the required number of years, then the firm must disclose for all years of the required period that the firm has been in business, including any partial year-to-date financial statements. The County may consider the unavailability of the most recent year’s financial statements and whether the firm acted in good faith in disclosing the financial documents in its evaluation. Any claim of confidentiality on financial statements should be asserted at the time of submittal. (see below)

*****ONLY “IF” claiming Confidentiality*****The financial statements should be submitted in a separate bound document labeled "Name of Firm, Attachment to Proposal Package, RLI# - Confidential Matter". The firm must identify the specific statute that authorizes the exemption from the Public Records Law. Failure to provide this information at the time of submittal may result in a recommendation by the Director of Purchasing that the response is non-responsive. Please note that the financial statement exemption provided for in Section 119.071(1) c, Florida Statutes only applies to submittals in response to a solicitation for a "public works" project.

5. Litigation History Requirement:

The County will consider a vendor's litigation history information in its review and determination of responsibility. All vendors are required to disclose to the County all "material" cases pending, filed or resolved in the three (3) year period ending with the solicitation response due date, whether such cases were brought by or against the vendor, any parent or subsidiary of the vendor, or any predecessor organization. If the vendor is a joint venture, the information provided should encompass the joint venture (if it is not newly-formed for purposes of responding to the

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solicitation) and each of the entities forming the joint venture. For purpose of this disclosure requirement, a “case” includes lawsuits, administrative hearings and arbitrations. A case is considered to be "material" if it relates, in whole or in part, to any of the following:

1. A similar type of work that the vendor is seeking to perform for the County under the current solicitation;2. An allegation of negligence, error or omissions, or malpractice against the vendor or any of its principals or agents who would be performing work under the current solicitation;3. A vendor's default, termination, suspension, failure to perform, or improper performance in connection with any contract;4. The financial condition of the vendor, including any bankruptcy petition (voluntary and involuntary) or receivership; or5. A criminal proceeding or hearing concerning business-related offenses in which the vendor or its principals (including officers) were/are defendants.

Notwithstanding the descriptions listed in paragraphs 1 – 5 above, a case is not considered to be "material" if the claims raised in the case involve only garnishment, auto negligence, personal injury, workers' compensation, foreclosure or a proof of claim filed by the vendor.

For each material case, the vendor is required to provide all information identified, on the attached “Litigation History” form.

Failure to disclose any material case, or to provide all requested information in connection with each such case, may result in the vendor being deemed non-responsive. Prior to making such determination, the vendor will have the ability to clarify the submittal and to explain why an undisclosed case is not material.

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6. Has the interested firm, its principals, officers, or predecessor organization(s) been debarred or suspended from bidding by any government during the last three (3) years? If yes, provide details.

7. Has your company ever failed to complete any work awarded to you? If so, where and why?

8. Has your company ever been terminated from a contract? If so, where and why?

9. Insurance Requirements: Attached is a sample Certificate of Insurance. (Attachment “B”) It reflects the insurance requirements deemed necessary for this project. It is not necessary to have this level of insurance in effect at the time of submittal but it is necessary to submit certificates indicating that the firm currently carries the insurance or to submit a letter from the carrier indicating upgrade availability.


Legal Requirements


1. Standard Agreement Language: Identify any standard terms and conditions with which the interested firm cannot agree. The standard terms and conditions for the resulting contract can be located within

Attachment “E” If you do not have computer access to the internet, call the Project Manager for this RLI to arrange for mailing, pick up, or facsimile transmission.

YES (Agree)

NOIf no, you need to specifically identify the terms and conditions with which you are taking exception

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2. Cone of Silence: This County’s ordinance prohibits certain communications among vendors, county staff, and selection committee members. Identify any violations of this ordinance by any members of the responding firm or its joint venturers. The firm(s) submitting is expected to sign and notarize the attached Cone of Silence Certification.

3. Public Entity Crimes Statement: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit an offer to perform work as a consultant or contract with a public entity, and may not transact business with Broward County for a period of 36 months from the date of being placed on the convicted vendor list. Submit a statement fully describing any violations of this statute by members of the interested firm or its joint venturers.

4. No Contingency Fees: By responding to this solicitation, each firm warrants that it has not and will not pay a contingency fee to any company or person, other than a bona fide employee working solely for the firm, to secure an agreement pursuant to this solicitation. For Breach or violation of this provision, County shall have the right to reject the firm’s response or terminate any agreement awarded without liability at its discretion, or to deduct from the agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration.

Submit an attesting statement warranting that the Responder has not and will not pay a contingency fee to any company or person, other than a bona fide employee working solely for the firm, to secure an agreement pursuant to this solicitation.

5. If this box is checked, then the provisions of the Broward County Living Wage Ordinance 2008-45, as amended, (“Living Wage Ordinance”) will apply to this agreement. in

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accordance with the living wage ordinance, certain employers who do business with the county shall pay a living wage to its employees who work on service contracts providing covered services identified under the living wage ordinance.

6. DRUG FREE WORKPLACE:1. Do you have a drug free workplace policy? 2. If so, please provide a copy of your drug free workplace policy in your proposal. 3. Does your drug free workplace policy comply with Section 287.087 of the Florida Statutes?4. If your drug free workplace policy complies with Section 287.087 of the Florida Statutes, please complete the attached Drug Free Workplace Policy Certification Form. 5. If your drug free workplace policy does not comply with Section 287.087of the Florida Statutes, does it comply with the drug free workplace requirements pursuant to Section 21.31.a.2 of the Broward County Procurement Code? 6. If so, please complete the attached Drug Free Workplace Policy Certification Form. 7. If your drug free workplace policy does not comply with Section 21.31.a.2 of the Broward County Procurement Code, are you willing to comply with the requirements Section 21.31.a.2 of the Broward County Procurement Code? 8. If so, please complete the attached Drug Free Workplace Policy Certification Form. Failure to provide a notarized Certification Form in your proposal indicating your compliance or willingness to comply with Broward County's Drug Free Workplace requirements as stated in Section 21.31.a.2 of the Broward County Procurement Code may result in your firm being ineligible to be awarded a contract pursuant to Broward County's Drug Free Workplace Ordinance and Procurement Code

7. Non-Collusion Statement: By responding to

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this solicitation, the vendor certifies that this offer is made independently and free from collusion. Vendor shall disclose on the attached “Non-Collusion Statement Form” to their best knowledge, any Broward County officer or employee, or any relative of any such officer or employee as defined in Section 112.3135(1) (c), Florida Statutes (1989), who is an officer or director of, or had a material interest in, the vendor’s business, who is in a position to influence this procurement. Any Broward County officer or employee who has any input into the writing of specifications or requirements, solicitation of offers, decision to award, evaluation of offers, or any other activity pertinent to this procurement is presumed, for purposes hereof, a person has a material interest if they directly or indirectly own more than 5 percent of the total assets or capital stock of any business entity, or if they otherwise stand to personally gain if the contract is awarded to this vendor. Failure of a vendor to disclose any relationship described herein shall be reason for debarment in accordance with the provisions of the Broward County Procurement Code.

8. Scrutinized Companies List Certification: Any company, principals, or owners on the Scrutinized Companies with Activities in Sudan List or on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List is prohibited from submitting a bid, proposal or response to a Broward County solicitation for goods or services in an amount equal to or greater than $1 million. Therefore, if applicable, each company submitting a bid, proposal or response to a solicitation must certify to the County that it is not on either list at the time of submitting a bid, proposal or response. The attached certification form is referenced as “Scrutinized Companies List Certification” and should be completed and submitted with your proposal but must be completed and submitted prior to award.

Rev 11.9.11 of 191

Vendor’s List (Non-Certified Subcontractors and Suppliers Information)

THIS FORM SHOULD BE SUBMITTED WITH THE RLI/RFP; HOWEVER, IT MUST BE SUBMITTED WITHIN 5 CALENDAR DAYS OF COUNTY’S REQUEST.

Provide this information for any sub vendor(s) who will provide a service to the County for this solicitation. This includes major suppliers as well.

1. Firm’s Name:_____________________________________________________________________

2. Firm’s Address:___________________________________________________________________

3. Firm’s Telephone Number: _________________________Firm’s Email Address:_________________

4. Contact Name and Position:__________________________________________________________

5. Alternate Contact Name and Position:__________________________________________________

6. Alternate Contact Telephone Number: _________________Email Address:___________________

7. Bid/Proposal Number: ______________________________Contracted Amount:_______________

8. Type of Work/Supplies Bid: __________________________Award Date:_____________________

1. Firm’s Name:_____________________________________________________________________

2. Firm’s Address:___________________________________________________________________

3. Firm’s Telephone Number: _________________________Firm’s Email Address:_________________

4. Contact Name and Position:__________________________________________________________

5. Alternate Contact Name and Position:__________________________________________________

6. Alternate Contact Telephone Number: _________________Email Address:___________________

7. Bid/Proposal Number: ______________________________Contracted Amount:_______________

8. Type of Work/Supplies Bid: __________________________Award Date:_____________________

I certify that the information submitted in this report is in fact true and correct to the best of my knowledge

Signature Title Date

Note: the information provided herein is subject to verification by the Purchasing Division.Use additional sheets for more subcontractors or suppliers as necessary.

Attachment BRLI Number: R0935303R1

EMPLOYMENT ELIGIBILITY VERIFICATION PROGRAM CONTRACTOR CERTIFICATION

On January 4, 2011, Governor Scott issued Executive Order 11-02 which requires Broward County as a party to any State funded contracts to participate in the Employment Eligibility Verification Program (“E-Verify Program”) administered by the U.S. Department of Homeland Security (“DHS”). The E-Verify Program can be found at http://www.uscis.gov/portal/site/uscis/menuitem.eb1d4c2a3e5b9ac89243c6a7543f6d1a/?vgnextoid=75bce2e261405110VgnVCM1000004718190aRCRD&vgnextchannel=75bce2e261405110VgnVCM1000004718190aRCRD The County has entered into a “Memorandum of Understanding” with DHS governing the E-Verify Program. As a

result of the adopting the terms and conditions of the “Memorandum of Understanding” with DHS and Execute Order 11-02, any Contractor performing work pursuant to the State funded contract issued by the County is required to use the E-Verify Program to confirm employment eligibility of its current and prospective employees. The undersigned contractor hereby certifies that it will enroll and participate in the E-Verify Program, in accordance with the terms and conditions governing the use of the program by:

(1) Verifying the employment eligibility of all persons employed during the contract term by the contractor to perform the work under this contract.

(2) Enrolling in the E-Verify Program within thirty (30) days of the effective date of this contract by obtaining a copy of the “Edit Company Profile” page and make such record available to Broward County within seven days of request from the County.

(3) Requiring all persons, including subcontractors, assigned by the Contractor to perform work under this contract to enroll and participate in the E-Verify Program within ninety (90) days of the effective date of this contract or within ninety (90) days of the effective date of the contract between the Contractor and the subcontractor, whichever is later. The Contractor shall obtain from the subcontractor a copy of the “Edit Company Profile” screen indicating enrollment in the E-Verify Program and make such record available to the County within seven calendar days from the County’s request.

(4) Displaying the notices supplied by DHS in a prominent place that is clearly visible to prospective employees and all employees who are to be verified through the system.

(5) Initiate E-Verify verification procedures for new employees within 3 business days after the actual work start date of each new hire and thereafter shall respond appropriately to any additional requests from DHS or Social Security Administration (SSA).

(6) Maintain records of its participation and compliance with the provisions of the E-Verify Program and make such records available to the County within seven days of County’s request.

____________________________________(Contractor’s Signature)

____________________________________(Print Vendor Name)

STATE OF __________________

COUNTY OF ________________

The foregoing instrument was acknowledged before me this ____day of _____________________, 20__,by ____________________________________________________________________________________________

(Name of person who's signature is being notarized)as _____________________________________of ____________________________________________________

(Title) (Name of Corporation/Company),known to me to be the person described herein, or who produced _______________________________________

(Type of Identification) as identification, and who did/did not take an oath.

NOTARY PUBLIC:________________________________

(Signature)________________________________ My commission expires: _______________________

(Print Name)

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http://www.uscis.gov/portal/site/uscis/menuitem.eb1d4c2a3e5b9ac89243c6a7543f6d1a/?vgnextoid=75bce2e261405110VgnVCM1000004718190aRCRD&vgnextchannel=75bce2e261405110VgnVCM1000004718190aRCRD



Drug Free Workplace Policy Certification

THE UNDERSIGNED VENDOR HEREBY CERTIFIES THAT:

1. _____ THE VENDOR HAS A DRUG FREE WORKPLACE POLICY AS IDENTIFIED IN THE COMPANY POLICY ATTACHED TO THIS CERTIFICATION.

AND/OR

2. _____ THE VENDOR HAS A DRUG FREE WORKPLACE POLICY THAT IS IN COMPLIANCE WITH SECTION 287.087 OF THE FLORIDA STATUTES.

AND/OR

3. _____ THE VENDOR HAS A DRUG FREE WORKPLACE POLICY THAT IS IN COMPLIANCE WITH THE BROWARD COUNTY DRUG FREE WORKPLACE ORDINANCE # 1992-08, AS AMENDED, AND OUTLINED AS FOLLOWS:

(a) Publishing a statement notifying its employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the offeror's workplace, and specifying the actions that will be taken

against employees for violations of such prohibition;(b) Establishing a continuing drug-free awareness program to inform its employees about:

(i) The dangers of drug abuse in the workplace;(ii) The offeror's policy of maintaining a drug-free workplace;(iii) Any available drug counseling, rehabilitation, and employee assistance programs; and (iv) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

(c) Giving all employees engaged in performance of the contract a copy of the statement required by subparagraph (a);(d) Notifying all employees, in writing, of the statement required by subparagraph (a), that as a condition of employment on a covered

contract, the employee shall:(i) Abide by the terms of the statement; and (ii) Notify the employer in writing of the employee's conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893, Florida Statutes, or of any controlled substance law of the United States or of any state, for a violation occurring in the workplace NO later than five (5) days after such conviction.

(e) Notifying Broward County government in writing within 10 calendar days after receiving notice under subdivision (d) (ii) above, from an employee or otherwise receiving actual notice of such conviction. The notice shall include the position title of

the employee;(f) Within 30 calendar days after receiving notice under subparagraph (d) of a conviction, taking one of the following actions with

respect to an employee who is convicted of a drug abuse violation occurring in the workplace:(i) Taking appropriate personnel action against such employee, up to and including termination; or (ii) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency;

(g) Making a good faith effort to maintain a drug-free workplace program through implementation of subparagraphs (a) through (f).

OR

4.____ THE VENDOR DOES NOT CURRENTLY HAVE A DRUG FREE WORKPLACE POLICY BUT IS WILLING TO COMPLY WITH THE REQUIREMENTS AS SPECIFIED IN NO. 3

______________________________________(VENDOR SIGNATURE)

______________________________________(PRINT VENDOR NAME)

STATE OF __________________

COUNTY OF ________________

The foregoing instrument was acknowledged before me this ____day of ________________, 20___, by

_________________________________________________ as _________________________ of (Name of person who's signature is being notarized) (Title)

____________________________________________ known to me to be the person described herein, or who produced(Name of Corporation/Company)

____________________________________________ as identification, and who did/did not take an oath.(Type of Identification)

NOTARY PUBLIC:

________________________________(Signature)

________________________________ My commission expires: _______________________ (Print Name)

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Non-Collusion Statement Form

By signing this offer, the vendor certifies that this offer is made independently and free from collusion. Vendor shall disclose below, to their best knowledge, any Broward County officer or employee, or any relative of any such officer or employee as defined in Section 112.3135 (1) (c), Fla. Stat. (1989), who is an officer or director of, or has a material interest in, the vendor’s business, who is in a position to influence this procurement. Any Broward County officer or employee who has any input into the writing of specifications or requirements, solicitation of offers, decision to award, evaluation of offers, or any other activity pertinent to this procurement is presumed, for purposes hereof, to be in a position to influence this procurement. For purposes hereof, a person has a material interest if they directly or indirectly own more than 5 percent of the total assets or capital stock of any business entity, or if they otherwise stand to personally gain if the contract is awarded to this vendor.

Failure of a vendor to disclose any relationship described herein shall be reason for debarment in accordance with the provisions of the Broward County Procurement Code.

NAME RELATIONSHIP

____________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ _____________________________ ____________________________ _________________________________________________________ _____________________________ ____________________________ _____________________________

_____________________________________(Vendor Signature)

_____________________________________(Print Vendor Name)

In the event the vendor does not indicate any names, the County shall interpret this to mean that the vendor has indicated that no such relationships exist.

(Form is to be signed even if no names are listed)

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SCRUTINIZED COMPANIES LIST CERTIFICATION

This certification form should be completed and submitted with your proposal but must be completed and submitted prior to award.

The Vendor, by virtue of the signature below, certifies that:a. The Vendor, owners, or principals are aware of the requirements of Section 287.135,

Florida Statutes, regarding Companies on the Scrutinized Companies with Activities in Sudan List or on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and

b. The Vendor, owners, or principals, are eligible to participate in this solicitation and not listed on either the Scrutinized Companies with Activities in Sudan List or on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and

c. If awarded the Contract, the Vendor, owners, or principals will immediately notify the COUNTY in writing if any of its principals are placed on the Scrutinized Companies with Activities in Sudan List or on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List.

_________________________________________(Authorized Signature)

_________________________________________(Print Name and Title)

____________________________________________(Name of Firm)

STATE OF ___________________COUNTY OF _________________The foregoing instrument was acknowledged before me this day of ___________, 20___, by ____________________________ (name of person whose signature is being notarized) as ______________________________ (title) of ______________________ (name of corporation/entity), known to me to be the person described herein, or who produced _____________________________ (type of identification) as identification, and who did/did not take an oath.

NOTARY PUBLIC:

__________________________ State of ___________________ at Large (SEAL)(Signature)

__________________________ My commission expires: _______________(Print name)

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CONE OF SILENCE CERTIFICATION

The undersigned vendor hereby certifies that:

1. _____ the vendor has read Broward County's Cone of Silence Ordinance, Section 1-266, Article xiii, Chapter 1 as revised of the Broward County Code; and

2. _____ the vendor understands that the Cone of Silence for this competitive solicitation shall be in effect beginning upon the appointment of the Evaluation Committee (for Requests for Proposals - RFPs) or Selection Committee (for Request for Letters of Interest - RLIs) for communication regarding this RFP/RLI with the County Administrator, Deputy and Assistants to the County Administrator and their respective support staff or any person, including Evaluation or Selection Committee members, appointed to evaluate or recommend selection in this RFP/RLI process. For Communication with County Commissioners and Commission staff, the Cone of Silence allows communication until the initial Evaluation or Selection Committee Meeting.

3.______the vendor agrees to comply with the requirements of the Cone of Silence Ordinance.



STATE OF __________________

COUNTY OF ________________





NOTARY PUBLIC:

________________________________

(Signature)

_______________________________ My commission expires: _______________________ (Print Name)

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Rev 11.9.11 of 191

Litigation History

Party Vendor is Plaintiff Vendor is Defendant

Case Name

Case Number

Date Filed

Name of Court or other tribunal

Type of CaseCivil Administrative/Regulatory

Criminal Bankruptcy

Claim or Cause of Action and Brief description of

each CountBrief description of the

Subject Matter and Project Involved

Disposition of Case

(Attach copy of any applicable Judgment,

Settlement Agreement and Satisfaction of

Judgment.)

Pending Settled Dismissed

Judgment Vendor’s Favor

Judgment Against Vendor

If Judgment Against, is Judgment Satisfied? Yes No

Opposing Counsel

Name:

Email:

Phone number:

NAME OF COMPANY: ______________________________________________

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Lobbyist Registration – Certification

The Vendor, by virtue of the signature below, certifies that:

a. It understands if it has retained a lobbyist(s) to lobby in connection with a competitive solicitation, it shall be deemed non-responsive unless the firm, in responding to the competitive solicitation, certifies that each lobbyist retained has timely filed the registration or amended registration required under Section 1-262, Broward County Code of Ordinances; and

b. It understands that if, after awarding a contract in connection with the solicitation, the County learns that the certification was erroneous, and upon investigation determines that the error was willful or intentional on the part of the vendor, the County may, on that basis, exercise any contractual right to terminate the contract for convenience.

Based upon these understandings, the vendor further certifies that:

(Check One)

1.______It has not retained a lobbyist(s) to lobby in connection with this competitive solicitation.

2.______It has retained a lobbyist(s) to lobby in connection with this competitive solicitation and certified that each lobbyist retained has timely filed the registration or amended registration required under Section 1-262, Broward County Code of Ordinances.



STATE OF __________________

COUNTY OF ________________





NOTARY PUBLIC:_______________________________

(Signature)

_______________________________ My commission expires: _______________________ (Print Name)

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ATTACHMENT “A” RLI R0935303R12.0 Broward County Transportation Department

Transit Division 2011 Fleet, Facilities, and Asset Management Technical Requirements and Specifications

The following tables contain the required software specifications for the Fleet, Facilities, Maintenance and Asset Management system, including Inventory Forecasting and Accounting modules.

The contractor shall answer each line item indicating if each function is contained as part of the standard product being proposed. As a minimum requirement, items marked with a Y in the ‘Standard Functionality’ column means the system will support the line item functionality and the vendor will incorporate the specified operation with the proposed system as a standard function. In cases where a line item function is not part of the standard product, the contractor shall specify if it will be included in the proposed system by way of customization to the application. The Broward County Transportation Department (BCTD) will interpret line items answered with Y in the Customization column to be included by customization or configuration. Items answered with N/A means the function is not available in the application and will not be included. The software solution shall operate in the following workstation and database server operating systems environments as listed in Table 1.

Table 1: Operating System and Database Requirements

Workstations Operating Systems Microsoft® Windows XP Professional SP3 Microsoft® Windows 7 Enterprise

Database Server Operating Systems Microsoft® Windows Server 2003 x64 (Standard Edition or higher) Microsoft® Windows Server 2008 x64 (Standard Edition or higher) Microsoft® Windows Server 2008 R2 x64 (Standard Edition or higher) Unix®

Database Software Oracle Database 11g Release 1 x64 (Standard Edition One or higher) Oracle Database 11g Release 2 x64 (Standard Edition One or higher) Microsoft® SQL Server 2008 x64 R1 (Standard Edition One or higher) Microsoft® SQL Server 2008 x64 R2 (Standard Edition One or higher)

SOFTWARE REQUIREMENTS / SPECIFICATIONSRev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1

Included in System's Standard

Functionality (Y/N)

To be Included by

Customization (Y/N) N/A

PMI (Preventive Maintenance Inspections)The system shall support functionality with regards to Preventive Maintenance:

1 The creation of PMI programs for facility assets (e.g., elevators, AC systems, etc.)

2 Create PMI schedules for facility assets using user-defined parameters

3 Setup PMI program for buses using time and mileage parameters

4 Create a list of buses that require PMIs. (automatic or manual option)

5

6 System supports the parameter "Miles" suggesting a need for PMI to be set different for different models of buses.

7 PMI records to be stored in the system for the life of the vehicle with auto archiving features that can be retrieved in the future

8 PMI records to be stored in the system for seven years after vehicle is retired (archived)

9 PMI records to be stored in the system along with narratives on the repairs. (NOTES)

10 PMI information to be integrated with individual bus repair history.

1111

System supports for Supervisors to make changes in the established parameters of PMI.

12 Shall generate a forecast report on maintenance inspections to be performed based on vehicle mileage and time parameters for each vehicle.

13 Shall generate a historical report on maintenance inspections performed for each vehicle for a specific time interval.

14 Shall store job tasks and activities for each type of preventative maintenance inspection. (Check List)

15 The job tasks and activities for each type of preventative maintenance inspection to be accessible by the technician.

16 The supervisor to be able to modify the list of preventive maintenance activities to be performed on the bus.

17 Shall store the PMI checklist in an electronic format for each vehicle and/or for a group of vehicles. (Manufacture recommendation)

18 Shall create work orders on-demand.

19 The supervisor to be able to create a 'follow up' work order based on tasks/activities conducted for each PMI.

20 PMI checklists to be printed onto any printer.

21 The technician shall have the ability to enter their comments for each PMI.

22 The supervisor shall have the ability to enter comments for each PMI.

23 The system shall track adherence of PMI schedules in the maintenance department.

24 Hand held devices/tablet PCs to be used to conduct PMIs.

25 Access to the PMI tasks/activities and checklists through Hand-Held/Tablet PC devices.

26 Access to the PMI tasks /activities and checklists through Kiosks/Terminals.

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ATTACHMENT “A” RLI R0935303R127 Enter a completion entry on the PMI checklist through Hand-Held/ Tablet PC device.

28 Enter a completion entry on the PMI checklist through Kiosks/terminals.

29 Enter comments on PMI through Hand-Held devices.

30 Enter comments on PMI through the Kiosks/terminals.

31 System supports technicians to alert the Supervisor of problems encountered while completing a PMI checklist through their Hand-Held device.

32 System supports technicians to alert the Supervisor of problems encountered while completing PMI checklist through their Kiosk/Terminal.

33 Shall add a bill of materials that can be included in a pre-planned PM work order

34 Shall create and view projections of labor and materials requirements for periods of time (short term / long term)

35 Shall break down labor and materials projections by Fleet, Vehicle Type, Manufacturer, responsible groups, and other user defined criteria

36 Shall compare baseline projections used to forecast costs, against current updated versions of the same projection

37 System supports for work planned in advance by PM to be auto updating in order to maintain accurate PM target values.

38 Measure correct PM scheduling for individual equipment

39 Shall create PM template plans that can be combined into a new PM Plan.

40 System supports Hierarchically by mileage organized PM Plans


Functionality (Y/N)

To be Included by

Customization (Y/N)

N/A

Work Order Management

The system shall support functionality with regards to Work Order Management:

41 Shall capture full work order life cycle including unit repair work orders with: labor, parts services, tools, materials work, systems, defects, status (ready, scheduled, closed, void, etc.),

42 Shall automate the creation of work order by: predefined templates, job/task plans, copy from another work order and copy from a specific work order task.

43 Shall display repair history on last task and operation code as related to the vehicle

44 System supports for hand held devices/tablet PCs to be used for work order management.

45 Provide a real time list of buses that are out of service and feed real time out of service list to Operations dispatch via interface.

46 System supports supervisors to receive alerts if a technician takes more than the standard time to perform a job.

47 System supports supervisors to access the work order status information through their terminal.

48 System supports supervisor to access, in real time, the work performed by each technician through their terminal.

49 Shall define manpower required for each piece of work.

50 Shall list only those technicians that have the necessary skill sets for a specific job classification.

51 Shall list parts required for each type of job classification.

52 Shall define tasks for each type of work order.

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ATTACHMENT “A” RLI R0935303R153 Shall record physical location where the work is performed.

54 Shall automatically assign date on which work order is created.

55 Shall assign reference number to the work order.

56 Shall record bus number on the work order.

57 Shall create at least 999 job classification codes.

58 Shall assign job classification codes to each work order.

59 Shall track parts usage for each work order via interfacing update with inventory module.

60 Shall track labor used for each work order.

61 Shall list pending work orders for each bus.

62 Permit standard time for repair work to be stored in the system.

63 System supports standard parts usage for specific repair work to be stored in the system.

64 Calculate the average time taken for each job classification for a specific period of time.

65 Permit technician to access the service manual for a bus through a Kiosk/Terminal.

66 Permit technician to access the parts manual through a Kiosk/Terminal.

67 System supports technician to view "On Hand" parts through their Kiosk/terminal.

68 Permit Supervisor to have the ability to change the problem code in the work order before it is completed.

69 Shall prevent creation of a duplicate work order for a problem, which already has a pending work order (E.g.: Generate a business alert).

70 Shall electronically assign work orders to Technicians.

71 Shall prioritize work assigned in real time.

72 Assign work orders to Technicians based on pre-defined parameters.

73 Provide real time updates on bus, technician, and work status to supervisors.

74 Update fleet status in real time (in service, out of service, retired) and provide interface view to Operations dispatch supervisors

75 Update technician status in real time.

76 Check the status of employees who have clocked in. via interface with the pending ‘Time and Attendance’ application

77 Permit supervisor to check the status of employees who are working on assignments.

78 Permit supervisor to check the status of employees who have clocked in but are idle.

79 Permit the supervisor to check the status of employees who are absent from work.

80 Shall record cost of labor used on work order.

81 Shall record and assign parts used and value of parts to each work order.

82 System supports technician to record his comments on the work order.

83 Shall provide systematic instructions/tasks on how to conduct repair activities by job type.

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R184 Shall define hierarchical work steps (e.g., phases, steps, sub-steps, etc.) for the tasks to be performed in the work order using Procedures.

85 Shall include safety requirements in the system based on job type.

86 Shall provide list of required tools needed for a job to the technician.

87 Shall provide instructions about how to dispose hazardous material for a job type.

88 Shall provide standard time required to complete a job before technician starts the work order.

89 Permit technician to record time taken to trouble shoot the problem on the work order.

90 Permit technician to record time taken to install part(s) on the work order.

91 Permit technician to record time taken to remove the part(s) on the work order.

92 Permit technician to record their comments on the work order.

93 Permit technician to alert a Supervisor if he encounters a problem while completing work order.

94 Shall suggest parts needed for each job to supervisor, when the work order is dispatched to the technician.

95 Shall record detailed data regarding the material and quantity requested and applied to a work order,

96 Permit supervisor to access inventory available at approved vendors in real time.

97 Send real time alerts about parts required when work orders are assigned to technicians.

98 Alert the Supervisor when parts fail to be delivered within one hour after a request for a part is sent.

99 Track delivery time for each parts delivery transaction.

100 Shall inform a Technician/Supervisor if parts cannot be delivered

101 Shall send notification of work completions.

102 Shall calculate the average cost for each bus based on labor, parts and fluid consumption of each bus.

103 Shall assign a work order to multiple mechanics and multiple Supervisors

104 System shall support for mechanic to add labor to a work order by task or job

105 Provide the automatic update of the equipment’s configuration when a component is replaced

106 Follow-on work tracking in the Work Order

107 Flag work orders that show Repeating Symptoms

108 Alert of Warranties in the Work Order, based on warranty terms and conditions

109 Display summary information of estimated costs, actual costs and current usage

110 System support for mechanics to record date-stamp notes

111System supports user defined status codes and flexible user configured rules to Permit system to automatically determine work order status, including but not limited to the following example: Pending assignment work order created but not assigned

112 Shall cancel some or all of the remaining work on a work order and automatically release all unfilled parts reservations and requisitions

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1113 Shall be able to identify collect, and analyze all costs involved in the operation of the fleet including obligations incurred and expenditures made for the

acquisition, operation, maintenance, and disposal of vehicles.


Functionality (Y/N)

To be Included by

Customization (Y/N)

N/A

EXTERNAL REPAIR WORK (SUBLET) PROCESSThe system shall support functionality with regards to External Repair Work:

114 The system supports the capture of sublet fleet services repairs and costs on work orders

115 Equipment being worked on by sublet contractors is flagged for reporting, and a report exists

116 Sublet repair work may be tracked by vendor, type of repair, repair site, type of vehicle and repair order number

117 Generate and review an example of a standard report format which identifies all equipment that had repairs during a specified time period


Functionality (Y/N)

To be Included by

Customization (Y/N)

N/A

WORK SCHEDULEThe system shall support functionality with regards to Work Schedules:

118 Shall schedule: equipment, rebuild orders, work orders, mechanics and campaigns.

119 Shall set status of a work schedule: Preliminary, Open, Closed

120System shall support a supervisor creating single or multi-day schedules

121System supports the supervisor to schedule employees in advance of the work day.

122System supports controlling and the scheduling of work or its completion based on required skill certification

123 System supports controlling the status of scheduled work order and rebuild order tasks

124 System support for employees to record the completion of assigned tasks, including Job On/Off through the electronic Timesheet option.


Functionality (Y/N)

To be Included by


EMPLOYEE RECORDSThe system shall support functionality with regards to Employee Records:

130 Show maintenance employee records, including:

131 Employee full name

132 Assigned facility

133 Crew

134 Shift – hours worked – hourly pay calculated bi-weekly

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ATTACHMENT “A” RLI R0935303R1135 Work days

136 Skills & Training

137 Status (active, retired, full time/part time, contractor)

138 System support to maintain and track skill certifications.

139 System support to maintain a calendar for attendance tracking of supervisors, mechanics, contractors, and technicians.

140 System support for the Supervisor / Training Department to assign training topics and training schedules to individual employees.

141 System support to alert technicians about the training schedule and the topic that they shall be attending.

142 System support to record historical information on training received by each technician.


Functionality (Y/N)

To be Included by


WORKFORCE MANAGEMENT - OVERTIME ALLOCATIONThe system shall support functionality with regards to

Workforce Management – Overtime Allocation143 Permit to automate overtime allocation based on union rules.

144 Create a list of technicians based on seniority.

145 Create a list of technicians based on shift timings.

146 Create a list of technicians based on availability Permit (excluding those on vacation).

147 Check each technician's eligibility for called overtime.

148 Record overtime allotted to technician for each day.

149 Record overtime allotted to technician for each shift.

150 Maintain a calendar for each technician specifying overtime eligibility.

151 Maintain a calendar for each technician specifying overtime allocation.

152 Recommend list of employees available for overtime work…taking into consideration all the union rules for overtime allocation.

153 Identify technicians for each type of job task for allocation of overtime work.

154 Allow supervisors to enter the number of employees needed for overtime to start the process of overtime determination.

155 Assign overtime to technicians in the same shift.

156 System will permit to assign Garage Night shift overtime to Garage Days technicians if no Garage Nights technicians are available to perform the job, or vice-versa.

157Assign Overhaul Shop overtime to Body Shop technicians if no Overhaul technicians are available to perform the job, or vice-versa.

158 System supports assigning Non - technician Night shift overtime to Non- technician Day shift technicians if no Non-technician Night shift technicians are available to perform the job, or vice-versa.

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1159 System supports assigning Non-technician Day shift overtime job to Building and ground Non-technician personnel if no Non-technician Day shift

technicians are available to perform the job.

160 Classify/prioritize overtime work as an "Emergency Situation" in the system.

161 Modify the list of recommended technicians in case of "Emergency Situations".

162 Classify overtime job as a "Pre-Arranged Situation" in the system. (Pre-Arranged situation is when technician is assigned work immediately before or after his shift in order to complete an on-going task)

163 Approve the recommended list of technicians in case of "Pre-Arranged Situation".

164 Modify the list recommended online in case of "Pre-Arranged Situation".

165 Classify overtime as a "Work assigned less than 30 minutes prior to the end of shift" in the system.

166 Modify the recommended list of technicians in case of Work assigned less than 30 minutes prior to the end of shift".

167 Classify overtime as "Work more than 3 hours in duration"

168 Approve the recommended list of technicians in case of Work more than 3 hours in duration".

169 Modify the recommended list of technicians in case of Work more than 3 hours in duration".

170 Enter satisfactory level remark about the overtime job performed by technician.


Functionality (Y/N)

To be Included by


COMPONENT/VEHICLE HISTORY

The system shall support functionality with regards to Component/Vehicle History:

171 System supports tracking performance of individual components.

172 Track recurring vehicle/equipment failures.

173 Store and maintain the following information in "Vehicle History" database:

174 Repair and Service activities

175 Vehicle servicing and cleaning activities

176 Overhaul shop production activities

177 Vehicle and component maintenance activities

178 System supports user accessing the following information while performing a repair activity:

179 Vehicle Number

180 Date and time of each historical repair activity

181 Reported equipment failure codes and comments

182 Defect reporting and repair locations

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1183 All related operations/tasks/work elements with codes and text descriptions

184 Chronological sequencing of the events

185 System supports tracking and storing the following information for components/vehicles.

186 Labor cost for each component/vehicle

187 Material cost for each component/vehicle

188 External Cost (sub-contracted maintenance i.e. parts and labor)

189 Component/part description

190 Component/part manufacturer number

191 Component/part serial number

192 Identifier codes for installed component/part

193 Identifier codes for removed component/part

194 Chronological sequence of events

195 Parts consumption detail

196 Total costs by work order

197 Total costs by operations

198 Total costs by task

199 Total costs by vehicle

200 Tire tread wear per mile

201 Steel wheel wear per mile/time period

202 Mean Distance (miles) Between Failures (MDBF) - Total and by failure type

203 Mean Time Between Failures (MTBF) - Total and by failure type

204 Mean Time to Repair (MTR) - Total and by failure type

205 Operating cost per mile

206 Operating cost per time frame

207 Average repair cost per vehicle or component

208 Average repair time per vehicle or component

209 Number and percentage of vehicles serviced per day by location

210 Mean miles and time between PM inspections

211 Number and percentage of vehicles past due based on inspection criteria

212 Mean miles and time between general cleaning or other servicing functions

213 The technician shall be able to access the following information while performing a repair activity on a bus.

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1214 Vehicle number

215 Vehicle description in codes (E.g.: Job type, Repair code, Work type) and text (comments)

216 Work order number

217 Defect reporting location and repair location

218 Mileage and time in service at time of event

219 Date and time of each historical repair activity

220 Reported equipment failure codes and comments

221 Defect reporting and repair locations

222 All related operations/tasks/work elements with codes and text descriptions

223Chronological sequencing of the events


Functionality (Y/N)

To be Included by


WARRANTY TRACKING

The system shall support functionality with regards to Warranty Tracking:

224 Permit to display detailed Warranty information on Equipment, Vehicles, and Parts with ‘ Warranty LIFE ALERTS ’

225 Permit to keep track of warranties for all revenue vehicles/equipment.

226 Permit to keep track of warranties for all non-revenue vehicles/equipment.

227 Permit to set up Warranty Terms and Conditions for Parts.

228 Permit to keep track of warranties for all parts, modules, components, radios, APC’s, camera systems, and kits installed.

229 Permit to keep track of warranties for sub-assemblies and components.

230 Permit to Keep track of warranty terms and conditions, in real time including:

231 Equipment covered

232 Usage terms (Mileage, other)

233 Time terms (Month, Years)

234 Vendor and vendor contract number

235 Warranty start and end dates ‘ Warranty LIFE ALERTS’

236 System support for users to define warranty type.

237 System support for users to define warranty classes.

238 Assign warranty classes and warranty types to different assets.

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1239 Track and process multiple warranties for a given asset.

240 Warranty Terms to be adjusted for all equipment on the entire contract.

241 Warranty Terms to be adjusted for one system or component on the entire contract.

242 Warranty Terms to be adjusted for one asset.

243 Tracking and monitoring various upgrades under warranty.

244 Store all past warranty claims.

245 Separate warranty tracking for modified vs. unmodified components.

246 Warranty items and issues based on performance.

247 Track all warranty items and issues based on other user defined criteria.

248 Track warranty work performed by BCTD personnel.

249 Track the details and costs of warranty work-on work orders (equipment, defects, repairs, labor, parts) and to generate warranty claims from that information.

250 Notify the Maintenance section to submit warranty claims.

251 Track and record warranty work performed by contractors and sub-contractors.

252 Re-enter warranty start and expiration dates when warranty adjustments occur.

253 Show existence of all implied warranties prior to any repair and replacement of components.

254 Show on-demand warranty provisions and/or basic warranty coverage of all items covered under warranty.

255 Provide and maintain a progressive history of all major components that fail while under warranty.

256 Provide and maintain a progressive history of all sub-assemblies that fail while under warranty.

257System supports configuration to generate a warranty claim automatically when material is issued to repair equipment and the item is covered by a current warranty on that equipment.

258 Automatically add mark up to material and labor on warranty claims

259 Associate a warranty with a specific revision number of a modified equipment configuration or alias.

260 Authorized user to modify warranty claims to override system generated information as necessary.

261 Record various reimbursement types for warranty claims, including payments, replacement materials, and credits.

262 Track the shipping and receipts of serialized equipment under warranty.

263 System supports keep track of outstanding warranty claims.

264 Create a Warranty Claim Tag

265 System supports recording a Warranty Payment

266 System supports tracking warranty replacements part(s) and associated dollar amounts return to stock.

267 System generates report on warranty information by vendor/manufacturer.

268 System generates report on warranty information by vehicle type or series.

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1269 System generates report on warranty information by failure type.

270 System generates report on warranty information by repair type.

271 System generates report on warranty for all change over’s performed by manufacturer or vendor


Functionality (Y/N)

To be Included by


ROAD CALLS

The system shall support functionality with regards to Road Calls:272 Issue an automatic work order based on established codes and signals in the case of a road call where maintenance activity is required for vehicle.

273 System supports automated tracking of repeater road calls with default reporting of two months prior current date or system date and allow each garage to set the default tracking parameter

274 Include the following data fields in the work order:

275 Employee Number

276 Bus Number

277 Time of Incident

278 Defect type

279 Explanation of defect

280 Route Information

281 Handle multiple Road Call types breakdown, accident, delay

282 Put equipment or part of any asset class and type on a Road Call.

283 Create a Road Call and show the complete Life Cycle, including:

284 Equipment Involved

285 Problem

286 Multiple Symptoms

287 Problem Log

288Chargeable Road calls

289 Responding Repair Facility and Sent-To Repair Facility

290 Status the Road Call

291 Weather

292 Road Conditions

293 Identify operator error, passenger or other third party action

294 Service impact if incident, including loss or reduction of service

295 Information needed for regulatory reporting Section 15/Form 402

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1296 Change the type of a Road Call after it has been saved

297 Update status of a Road Call: Preliminary, Open, Closed, Suspended, Void.

298 Define multiple symptom relationships for Road Call problems

299 Specify multiple delays for a Road Call

300 Specify the location of a Road Call with multiple instances that utilizes a linear reference system, the specific location of the equipment, or an independent descriptor.

301 Initialize a Road Call with no type and assign a code afterwards


Functionality (Y/N)

To be Included by


KIOSKS AND TERMINALS

The system shall permit the following activities and functionality through a kiosk:302 System supports retrieving information on work order/PMI/job to be performed during his shift through the kiosk/terminal.

303 System supports retrieving job tasks and activities through the kiosk/terminal.

304 System supports retrieving parts list for job task through the kiosk/terminal.

305 System support retrieving images of parts (parts catalog) that are required to complete a job, through the kiosk/terminal.

306 System support retrieving images of equipment required to complete the job through the kiosk/terminal.

307 System supports ordering parts required to perform the job through the kiosk

308 Permit to change the status of a work order from pending to complete through the kiosk/terminal

309 The kiosk/terminal shall track the time taken by the technician to complete job task

310 The kiosk/terminal shall display standard time required to complete a particular job

311 The technician shall order a part by entering the name of the part through a kiosk/terminal

312 The technician shall order by selecting a picture of the part through a kiosk/terminal

313The technician shall order a part by entering the item number of the part through a kiosk/terminal


Functionality (Y/N)

To be Included by


EQUIPMENT MANAGEMENT

The system shall support functionality with regards to Equipment Management:

314 Maintain equipment records for assets such as: buses, service vehicles, facility assets, components and fleet

315 Maintain Labor and material costs information for equipment

316 Maintain equipment specification information

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1317 Maintain equipment Life Cycle information

318 System supports documents to be linked to an equipment Record and viewed

319 System supports entering and maintaining equipment notes

320 Equipment numbers to be changed

321 Maintain detailed equipment history authentication

322 Setup and maintain multiple, detailed equipment configurations

323 Link from equipment record to an equipment configuration

324 Create both physical and logical equipment configuration hierarchies

325 Track system and component breakdown for an Asset

326 Automatic equipment numbering

327 Conduct multiple warranty tracking

328 Verify vehicles/equipment are in compliance with recommended specifications/configurations

329 Ability to assign minimum and maximum points for a reading (such as bus mileage), with a normal range and maximum

330 Support reading templates that define sets of reading points for equipment

331 Cascade readings from one equipment to another, or to all equipment in the vehicle

332 Collect usage data based on reading events

333 Record a reading event such as mileage, fuel, oil, tire pressure, counters (door opening, wheel chair deployments, etc,)

334 System supports defining alarm limits based on reading points

335 Trigger warnings when a reading is too high or low (outside the boundary points)

336 Create a work order when a reading point is exceeded


Functionality (Y/N)

To be Included by


REPLACEMENT ANALYSIS

The system shall support functionality with regards to Replacement Analysis:337 The system shall have the ability to use the following information to determine optimum life cycle of an asset:

338 Age of asset

339 Depreciation on asset

340 Cost of asset

341 Cost of maintenance on asset

342 Duty cycle of asset

343 Operating environment of asset

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1344 Fuel economy of new vehicle

345 Emission benefits from new type of engine


Functionality (Y/N)

To be Included by


INCIDENT & DEFECT REPAIRThe system shall support functionality with regards to Incident & Defect Repair:

346 System supports calculating vehicle/spare ratio in real time

347 Alert the Supervisor and Maintenance Director via email if the vehicle/spare ratio goes above the established standard

348 System supports calculating the ratio of scheduled to unscheduled maintenance hours


Functionality (Y/N)

To be Included by


PAINT & BODY SHOPThe system shall support functionality with regards to Paint and Body Shop Repairs:

349 System supports an accident and invoice repair module which captures all data including date, time, location, injuries, and other pertinent information for incidents and accidents related to each vehicle for the agency or garage

350 Automatically populate fields with vehicle data after a bus number is entered such as VIN, TAG, MODEL, YEAR out of service date

351 Automatically apply issued parts data to invoice after work order and job code are entered. This data will include quantity, description, unit price, and total per units. This field shall be editable to correct any errors. This will then be subtotaled with all parts involved

352 System supports for the parts description fields to hold more than 256 characters so all data is included, some major accidents require an excessive amount of parts

353 Work orders to be attached when necessary to the invoice

354 Labor rate and total labor costs associated with the repair to be calculated on the invoice 355 Parts handling charge, lost service, shop supplies, miscellaneous charges and waste disposal 356 System supports menu with all bus numbers and bus operator names 357 Shall Permit historical query analysis reporting on each vehicle

358Shall Permit for securing emailing completed electronic accident reports to internal or external authorities for compliance, payments, or reimbursement

359 Shall Permit for the direct interface with the work order and unit repair modules

360Shall Permit for an accident report to be generated with parts used, prices of parts used (sum), accident or incident images, and have archiving features

361 Shall Permit for video or still digital pictures taken of an incident or accident and store those images to a file linked to the actual incident or accident

362 Shall permit for the transfer of work order and inventory slips with all body parts related to a vehicle

363 Interface with the accident coordinators from the Operations and the security officer from the Compliance section of BCT

364Maintain the automated or manual import or updates for all prices for all related parts to vehicles from manufacturers or approve after market vendors.

Rev 11.9.11 of 191


System supports adding lost service charge to the repair invoice based on revenue, buses in fleet, previously scheduled service and passenger count

366 Shall capture summary accident data, including date/day/time, vehicles involved, vehicle operator, third party information, and downtime

367 Shall facilitate preparation of accident tracking and frequency reports

368 Shall provide exception reports identifying vehicles and/or operators that are deemed as needing attention from frequent similar accidents

369Shall provide for unique accident codes for different causes and types of accidents


Functionality (Y/N)

To be Included by


FLEET FUEL MANAGEMENTThe system shall support functionality with regards to Fuel Management:

370 Shall be able to identify collect, and analyze all costs involved in the operation of the fleet including obligations incurred and expenditures made for the acquisition, operation, maintenance, and disposal of vehicles

371 Shall be able to comply with all reporting requirements imposed by state statutes on green house gas emissions and Environmental Sustainability

372 Shall collect and store the required data and be capable of producing regular and on-demand reports, in hard-copy and electronic form as needed

373 Shall have capability to integrate into agency financial and property management systems so as to reduce duplication of data-entry and unnecessary duplication of databases.

374 Shall capture identifying data, such as vehicle identification number (VIN), year, make, model, color, engine, fuel type, and gross vehicle weight rating (GVWR)

375 The system shall provide daily, weekly, and monthly detailed management reporting. This includes exception reports, fuel usage, and costs by fleet and route. Reports may be provided in an electronic format that the County can be printed or emailed

376 Provide analytic tools and query capabilities to support data analysis

377 Provide analytic tools and query capabilities to support data analysis real time alerts with regards to excessive fuel usage

378 Centralized Fuel Management Computer System able to send and collect data to and from all remote locations

379 System shall have the ability to send override commands to all Remote Fuel Island Terminal locations

380 System shall allow for denial of fuel dispensing at any remote terminal as needed

381 System shall have ability to be password protected

382 Store vehicle specific information including but not limited to vehicle ID, type of product authorized, quantity limit, and site signature, receive radio frequency ID Tag ID

383 Will interface in a reciprocal manner with Fleetwatch and other fuel management systems in a REAL TIME format

384 It is possible to capture and edit manually recorded fuel dispensing transactions. Fuel orders can be recorded on-line

385 A perpetual inventory of fuel (diesel, regular, or un-leaded) at each site is maintained.

386 The system supports cost markup on fuel by percentage increase and dollar add-on

387 The system maintains fuel usage by dollar value, fuel type, and physical unit of measure

388 The system supports the ability to handle multiple fuel types such as gas, bio diesel, natural gas, propane, electricity, etc

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1389 Additional fuel types and fuel units of measure may be established and tracked


Functionality (Y/N)

To be Included by


GENERAL LEDGER INTERFACE – BILLING PROCESS

The system shall support functionality with regards to Billing Processes:

390 Custom interfaces with Broward County's Financial Management System (AMS Advantage) work as designed

391 Partial billings, allowing a work order to stay open but billing the using division for approved labor hours completed, sublet repairs completed, and parts issued as of the billing date is supported

392 The system supports different terms for leased equipment

393 A 35 digit cost center code is supported

394 Secured on-line updates/corrections to billing, with audit trail provided, are supported

395 Automated calculation and recording of equipment depreciation is supported

396 Special charges or adjustments can be entered for billing purposes, and an audit trail is provided

397 Internal billing via journal entry and external billing via invoice generation is supported

398 System supports charging using divisions for insurance based on rates established by the County's Risk Management Division for the Insurance Service Fund

399 An audit list of these charges per piece of equipment can be produced on a monthly basis

400

It is possible to process information for other jurisdictions or elected officials as a "service bureau" type arrangement, and a chargeback technique with an audit trail is available

Included in System's

To be Included by

N/A

RENTAL FLEET OPERATION (SCHEDULING & BILLING)

Rev 11.9.11 of 191


The system shall support functionality with regards to the Rental Fleet Operation Process:

401 System maintains information that supports generation of:

Monthly Service Billing (Period End Processing)

Date

Equipment Number

Description of charged for rental

Number of days rented

Rate per day

Miles operated

Rate per mile

Amount billed

Motor Pool Reservation (can be printed)

Customer Number

Class Code

Tag Number402 System supports report/query on history of rental usage and cost by reservation data

403 Display of a list of equipment available for rent by site. Process a vehicle assignment

404 Update mileage of returned rental equipment

405 Display cost centers on-line by department

406 System supports partial billing at the end of the month for rented equipment which has not been returned based on an acceptable billing methodology

407 System supports different rates for each equipment type with additional charges per mile (table driven).

408 Rental transactions are captured, updated, and edited on-line

409 Provides a method for processing billing credits for completed rental reservations, billed and unbilled.


To be Included by

N/AFACILITIES MAINTENANCE

Rev 11.9.11 of 191


The system shall support functionality with regards to Facilities Maintenance:

410 Shall have the ability to access a work order screen to fill out a request for repair or problem that would follow the work flow process

411 Shall have the ability to assign unique codes to building, building assets, and equipment for all rooms and automatically generate a monthly preventive maintenance work order

412 Shall have the ability to generate a work order to staff members based on skill sets and

413 Shall track work orders including the following categories, all, open and closed for each building414 Shall permit alerts on work orders not completed in a prescribed time415 Shall track the completion of a work order and notify the originator by email work has been completed

416 Shall interface electronically with Broward County’s main facilities division management computer application: this feature is needed for work assignments which shall be outsourced

417 Shall have the ability to prioritize work order requests based on the following categories (routine, urgent, and emergency) ability to modify the original urgency level

418 Shall have access control levels and approval codes to match the permissions

419 Shall have historical search and reporting features on all work orders for all buildings, parts, and equipment in the system including time and materials

420 Shall have warranty claims modules

421 Shall have advance search and reporting features incorporating all unit components in a particular building

422 System supports space management


Functionality (Y/N)

To be Included by


HAND HELD DEVICESThe system shall support functionality with regards to Hand Held Devices:

423 Create work orders from hand held applications

424 Access employee scheduled work orders from hand held applications

425 Record work performed on scheduled work orders real time on the system

426 Track time spent on actual labor

427 Transfer data from a hand held device to the system database using wireless technology

428 Enter the time at which a job started and the time at which a job finished in the hand held device

429 Review assigned work order on the hand held device

430 Enter type of repair activity performed on the bus in the hand held device

431 Enter time spent on troubleshooting the repair activity through the hand held device

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1432 Enter parts used in a work order through the hand held device

433 Record check-in/out times of jobs/work

434 Permit to order a part by entering the name of the part through their kiosk/terminal

435 Supports ordering parts by selecting a part from a drop down menu

436 Order a part by entering the name of the part through a hand held device

437 Order a part by selecting picture of the part through a hand held device

438 Order a part by entering number of the part through a hand held device

439 Receive materials using a handheld device, updating purchase order and open purchase requests in real time

440 Put away materials using a handheld device, updating inventory and backordered inventory requests in real time

441 Assign items to warehouse bins using a handheld device, updating the item catalog in real time

442 Update a material receipt using a handheld device, Permit to perform real time cross docking to issue stocked material directly to store rooms and/or requestors waiting for the material

443 Issue material using a handheld device in real time

444 Ship material using a handheld device in real time, with option to ship material directly from inventory

445 Perform cycle counting using a handheld device, with option to initiate cycle count adjustments to inventory in real time


Functionality (Y/N)

To be Included by


MATERIAL REQUEST

The system shall support functionality with regards to Material requests:

446 Allow to create a material request for an inventory Item

447 Create a material request for a non-inventory (direct purchase) Item

448 The software shall allow for an automated material requests (Bills of material) to be created for:

449 PM work orders

450 Campaign work orders

451 The software shall allow to record and view the location of parts:

452 The software should support material requests line items to be automatically generated by selecting parts from an integrated Electronic Parts Catalog drawing

453 Require a final resolution (cancel or completion) of material requests originating from work orders and rebuild orders before those orders can be closed

454 Automatically update work orders and rebuild orders with status of related material requests

455 Create a materials request, with the following:

456 Material request numbering

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1457 Work order

458 Rebuild order

459 Quantity needed

460 Item type, tools

461 Item number

462 Item unit of measure

463 Charge material to the task and job on a work order

464 Charge materials request line items to a rebuild order

465 Allow to reserve material

466 Request material with a specific stock condition

467 Configure automatic substitution of superseding item codes on a materials request

468 Cancel an incomplete materials request

469 Configure system so that routine inventory requests can be automatically approved, The software shall allow supervisors to focus on review and approval of material requests that require attention (high value items, direct purchase requests, stock purchases)

470 System supports revisions to an approved materials request


Functionality (Y/N)

To be Included by


MATERIAL RECEIVING

The system shall support functionality with regards to the process of receiving materials:

471 Receive parts from a Purchase Order

472 System supports receiving parts without a Purchase Order (example corporate Purchase/Card)

473 System shall allow to perform receiving inspections

474 System supports returning items to Vendor

475 Allow placing received items on hold

476 Create new parts records from a receipt (bar code scanning/entry)

477 System supports accessing material from the receiving screen

478 Shall allow to do put-aways separate from receiving (for items that are staged, on hold or awaiting inspection)

479 The system shall support receiving items using handheld devices (wireless and wired)

Rev 11.9.11 of 191


Included in System's

Standard

To be

Included by

MATERIAL SHIPMENTThe system shall support functionality with regards to the material shipment process:

480 Create a Shipping Document

481 Associate a Shipment with a rejected receipt

482 Associate a Shipment with a warranty claim

483 Associate a Shipment with a purchase order (e.g. materials to be rebuilt by a vendor)

484 Update inventory from a material shipment and generate an inventory transaction

485 Identify serialized items being shipped

486 Identify carrier tracking numbers/information

487 Require approval steps in the shipping process

488 System supports Material Shipments using handheld devices


Functionality (Y/N)

To be Included by


MATERIAL - ITEM CATALOGThe system shall support functionality with regards to the material items catalog:

489 System supports storing multiple Item Types, parts, services, tools, kits

490 Supports creating new Stocked items

491 System supports detailed Item Cataloging including:

492 Item code

493 Item type, part, service, tool, kit

494 Unit of measure

495 Commodity codes

496 Stocked item details

497 MSDS, including hazard category

498 Material handling procedures

499 Item ABC codes

500 Bin assignment

501 Item planning maximum and reorder points

502 Manufacturer part number information

503 Preferred manufacturer

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1504 Vendor part number information

505 Preferred vendor

506 Superseded- by items / superseding items

507 Replacement Items

508 System supports creation of one or more equipment records for a component from an Item record

509 Review Inventory Transaction History


Functionality (Y/N)

To be Included by


MATERIALS ITEM TRACKING

The system shall support functionality with regards to tracking material items:

510 System supports setup of tracking and management for an item using Radio-frequency identification (RFID):

511 Serial Number

512 Batch Number

513 Work Order Number / Rebuilds

514 Lot Number

515 PO Number

516 Equipment Number

517 Track items at Put-Away

518 Track items at issue

519 Allow to view item tracking history

520 Track Item Shelf Life, starting at any time, such as upon receipt or upon first issue (e.g. based on manufacturer recommendations)

521 Track items throughout the rebuild process

522 System Supports viewing and maintaining the current disposition of all tracked instances of an Item

523 Able to link a part number to a Master Contract

524 Tracking and reporting capability for inventory usage by vendor contract number and inventory item. Fields available on part master/part location records for recording specific Vendor Contract numbers. Vendor Contract number will be inferred for each inventory line item purchased via the manual Emergency Purchase Order or the System Generated Purchase Order for parts on automatic re-order

525 Shall support tracking vendor performance and merchandise quality. Field available on vendor records for identifying problem vendors. Fields available for recording "quality" of parts supplied by the vendor

526 An audit list is provided of inventory transactions and their charge values for all parts issued, received, transferred, or adjusted during the period

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1527 Parts can be reserved for certain equipment scheduled for repair

528 System supports the ability to associate a scanned manufacturer's part number to the inventory part number

529 Bar Code technology can be used in the inventory system to capture issues, transfers, receipts, and physical inventories

530 Parts can be reserved and notification made to the storekeeper of the need for potential special orders

531 It is possible to maintain multiple locations for each part line item

532 New, used, and rebuilt items can be tracked

533 The system allows for inventory adjustments or write-off of obsolete items on a secured basis

534 The system supports issuance and receipt of large numbers (99,999) of units per month for each item

535 The system handles returns and keeps track of credits for application to accounts payable and purchase order balances

536 The system supports tracking of purchases and provides audit lists/files for interface to the County's Financial System for Accounting and Purchasing updates

537 The system provides for entry of physical inventory counts by item when counts are different that on-hand book values

538 System supports a one-time purchase of special parts is possible without adding a new item number for each part, but keeping track of that purchase


Functionality (Y/N)

To be Included by


HAZARDOUS MATERIALSThe system shall support functionality with regards to use and tracking of hazardous materials:

539 Software supports safety procedures or MSDS as an image and link them to specific work order tasks with specific safety procedures for work being performed.540 System supports attaching a notification of special handling and usage requirements to any issue or distribution of hazardous materials.

541 System supports online printable information including precautions, handling, and storage instructions to all personnel handling or using hazardous materials.

542 System supports tracking hazardous material from procurement through waste hauling and disposal, as required by any applicable regulatory agency including the following information:

543 Amount

544 Buyer-company name

545 City account number

546 Comments

547 Date of disposal

548 Employee number

549 Material

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1550 Material type

551 MSDS sheet

552 Primary address

553 Primary contact name

554 Primary phone

555 Secondary address

556 Secondary contact name

557 Secondary phone

558 Status

559Link MSDS documentation, handling instructions, required personal protective equipment documentation, and instructions to all appropriate material.

560 Track cumulative usage of hazardous material to facilitate emissions documentation.

561 Configure business rules, triggering action, notification, and business procedures.


Functionality (Y/N)

To be Included by


INVENTORY ACCOUNTINGThe system shall support functionality with respect to inventory accounting:

562 System supports the setup up of multiple warehouses

563 Record detailed warehouse body of information including:

564 Supply window days

565 Allocation window days

566 Restocking manager (Forecasting)

567 Rebuild facility

568 Cost center

569 Receipt accrual account

570 Inventory cost adjustment account

571 Inventory quantity adjustment account

572 In-transit asset account

573 Ship material account

574 Standard price variance account

575 Allow to set Warehouses to be central or satellite

576 Set Warehouses to have a supplier Warehouse

Rev 11.9.11 of 191

ATTACHMENT “A” RLI R0935303R1577 Configure the restocking plan for warehouse transfers and stock purchases for each item at each warehouse.

578 Set default reorder point and maximum quantity for each item at each warehouse

579 Automatically maintain quantity available system shall support data that includes quantity on hand, quantity reserved, quantity on requisition, quantity on order, and quantity in transit.

580 Automatically generate restocking requests when a quantity available triggers a reorder condition, creating a warehouse transfer request, stock purchase request, or rebuild request as appropriate for the item at its warehouse.

581 Support creating an unlimited number of warehouse bins

582 Set individual bins to be multi-item or single item

583 Assign a stocked item to a bin

584 Multiple stock conditions with different values (quantity, price, asset account) maintained for each, including New, Used, Consignment, Rebuilt, Core, and Scrap.

585 Issue Material Planned in a Bill of Materials from a PM work order

586 System supports issuing Unplanned Material to a planned Bill of Materials

587 Issue material using a bar code device

588 Configure material issue to substitute superseding item codes automatically

589 System supports returning Material for Credit

590 System supports assigning an item to a new bin when performing a Material Put-away

591 Put-away Rebuilt Material

592 System supports creating a miscellaneous Material Put-away

593 Request a Warehouse Transfer

594 Issue a Warehouse Transfer

595 Accept a Warehouse Transfer

596 Perform a Bin Transfer in the same Warehouse

597 Perform a Manual Inventory Adjustment

598 Automatically generate a pick-list from a material request

599 Enforce Issue Unit integrity for all inventory transactions.

600 Automatically print material handling procedures on pick-lists and put-away documents for items requiring special attention, such as hazardous materials.

601 System supports configuration to generate inventory transactions based on a choice of Average Unit Price, FIFO, or LIFO

602 Supports configuration for items with specific stock conditions (such as rebuilt) at a Standard Price for a period of time, with corresponding inventory transactions at standard price as well as tracking of standard price variances.

PHYSICAL INVENTORY & CYCLE COUNTING

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ATTACHMENT “A” RLI R0935303R1The system shall support functionality with respect to physical inventory & cycle counting:

603 System supports the setup of Cycle Count Plans, including:

604 Cycle plan start date

605 Cycle plan end date

606 Number of cycle counts to initialize

607 Parts included in cycle plan

608 Activate and execute a Cycle Count from a Cycle Count Plan

609 Review and Recount a Cycle Count

610 System supports freezing item bin assignments from routine inventory transactions while a Cycle Count is in progress, automatically releasing them when successfully counted.

611 Perform Cycle Counting using a handheld device

612 System supports configuration for items to be automatically scheduled for cycle counting based on activity and/or passage of time since last count.

613 Update and set tolerance limits for automatic physical inventory adjustments.

614 The software shall allow to automatically close counts that match exactly (or which are within tolerance limits), unfreezing their item bin assignments, and flag out of tolerance counts for recounting and review, with item bin assignments still frozen.

615 System allows supervisor to decide if each item bin assignment should be closed and unfrozen as soon as it is reconciled, or wait until the entire cycle count is finished.

616 The software shall allow to record comments on each item bin assignment counted, particularly in the context of an approved adjustment.

617 Automatically generate inventory adjustment accounting transactions when a cycle count adjustment is approved.

618 Provide transactional data to support analysis of cycle counting trends over time.


Functionality (Y/N)

To be Included by


INVENTORY FORECASTINGThe system shall support functionality with respect to inventory forecasting:

619 System supports previewing recommended Stocking Levels for a warehouse

620 System allows recommend changes to reorder points, and maximum levels based on user selected usage period

621 Allow to review and analyze the potential financial impact of a change in stocking levels

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ATTACHMENT “A” RLI R0935303R1622 System supports parts be set to an obsolete status based on user selected usage period

623 The software shall allow to automatically update warehouse Stocking Levels (reorder point and maximum quantity) in response to system recommendations

624 The software shall allow to view actual and forecasted warehouse demand for a period of days, including a focus on potential stock-out conditions and associated demand and supply events

625 Can view actual and forecasted events for a specific stocked item, including all demands, warehouse transfers, procurement and receiving events

626 Can forecast the impact of internal rebuild shop work on spare parts demands

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Pricing MatrixProvide the per MONTHLY cost for asset management services that will meet the minimum requirements for each of the following platforms. (If you cannot provide the service, indicate ($0.00 and the words “Not Applicable”)Specification SAAS Hosted In-House Proposed

Pricing/ UnitIBM Z Series 1 LPAR / 97 IBM MIPS/ 4,096 MB Memory / 500 GB DASDSystem Model: IBM,7028-6C4Processor Type: PowerPC_POWER4Number Of Processors: 2Processor Clock Speed: 1201 MHzCPU Type: 64-bitKernel Type: 32-bitLPAR Info: 1 mrcybp01Memory Size: 3072 MBSun Microsystems Sun Fire V440System clock frequency: 177 MHZMemory size: 16GB 4 (72) GB internal disk drives.

Intel server Dell PowerEdge R710 w/ Chassis for 6 3.5inch Hard Drives /X5570 Xeon Processor 2.93GHz, 8M cache 8GB Memory RAID 1 / 5 RAID1=300gb RAID5=1TB 6 300Gb drivesPer MONTH per Square Foot costs for cold site services including costs for dual power feeds

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Pricing Matrix (Cont’d)Provide the per MONTHLY cost for asset management services that will meet the minimum requirements for each of the following platforms. (If you cannot provide the service, indicate ($0.00 and the words “Not Applicable”)Specification SAAS Hosted In-House Proposed

Pricing/ UnitMobile Recovery Services Per MONTH costs and per DAY charges if activated for a Mobile Unit that can support 50 workstations w/ phones/ PCs/ Satellite Communications for Internet access

Per HOUR cost for onsite support of Windows servers

Per HOUR cost for onsite support of Unix serversPer HOUR cost for onsite support for mainframeRemote Storage Per MONTH cost / Terabyte for storageInternet Connection Per MONTH cost for a 45mb connection to the Internet at your Hot Site facility

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RLI Number: R0935303R1Attachment “C“

FTA/USDOT Funding Supplement Broward County Board of County CommissionersTRANSIT DIVISION

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2011

Broward County Board of County CommissionersTRANSPORTATION DEPARTMENT – TRANSIT DIVISION

Federal Transit Administration (FTA)United States Department of Transportation

(USDOT) Funding Supplement



TABLE OF CONTENTS

AUTHORITY, DEFINITIONS, FURTHER INFORMATION…………………………………..63

PART A - GENERAL CONDITIONS – APPLICABLE TO ALL CONTRACTS …………..64

1. No Federal Government Obligation to Third Parties………………………………64

2. Program Fraud and False or Fraudulent Statements or Related Acts……..……64

3. Federal Changes………………………………………………………………………64

4. Incorporation of Federal Transit Administration (FTA) Terms…………………….65

5. Access to Records and Reports……………………………………………………...65

6. Civil Rights Requirements…………………………………………………………….65

7. Disadvantaged Business Enterprise (DBE) ………………………………………...66

8. Contract Compliance Monitoring…………………………………………………….71

9. Energy Conservation………………………………………………………………….71

10. Termination……………………………………………………………………………71

PART B- ADDITIONAL REQUIREMENTS – CONDITIONAL……………………………….73

11. Recycled Products………………………………………………………….…………73

12. Government-Wide Debarment and Suspension………………………….………..73

13. Buy America …………………………………………………………………………...73

14. Resolution of Disputes………………………………………………………………...75

15. Lobbying……………………………………………………….………………………..74

16. Clean Air…………………………………………………………………………………74

17. Clean Water Requirements……………………………………………………………75

18. Bonding Requirements…………………………………………………………………75

19. Davis-Bacon and Copeland Anti-Kickback Acts……………………………………..75

20. Contract Work Hours and Safety Standards Act……………………………………..81

21. Transit Employee Protective Contracts……………………………………………….82

22. Fly America………………………………………………………………………………83

23. Cargo Preference……………………………………………………………………….84

24. Drug and Alcohol Testing……………………………………………………………….85

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25. Patent and Rights In Data…………………………………………………….………..84

26. Privacy Act…………………………………………………………………….…………87

27. Charter Bus……………………………………………………………….……………..87

28. School Bus Requirements…………………………………………………….……….87

29. Bus Testing………………………………………………………………………………88

30. Pre-Award and Post-Delivery Audit Requirements………………………………….88

31. Seismic Safety…………………………………………………………………………...89

32. Transit Vehicle Manufacturer (TVM) Certification…………………………………...89

33. National ITS Architecture………………………………………………………………89

EXHIBITS

1. Letter of Intent to Utilize a DBE SUBCONTRACTOR/Subconsultant……………………….90

2. Schedule of DBE Participation…………………………………………………………………..91

3. DBE Unavailability Report………………………………………………………………………..92

4. Monthly DBE Utilization Report………………………………………………………………….93

5. Final Monthly DBE Utilization Report……………………………………………………………94

6. Government-Wide Debarment & Suspension (Nonprocurement) Certification…………….95

7. Buy America Certification………………………………………………………………………..96

8. Restrictions on Lobbying Certification…………………………………………………………..97

9. Drug & Alcohol Testing Program Compliance Certification …………………………………..98

10. Bus Testing Compliance Certification…………………………………………………………99

11. Pre-Award & Post-Delivery Audit Requirements Certification……………………………..100

12. Transit Vehicle Manufacturer (TVM) Certification of Compliance………………………….101

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AUTHORITY This solicitation, purchase order, or Contract (all of which shall be referred to hereinafter as the "Contract" or "underlying Contract") is funded in part by funds received from the Federal Transit Administration (FTA) of the United States Department of Transportation. The award of this Contract is subject to the requirements of financial assistance agreements between Broward County, a political subdivision of the state of Florida (hereinafter referred to as “COUNTY”), and the United States Department of Transportation (USDOT). This Contract is subject to the conditions herein and which are set forth in greater detail in 49 CFR Part 18, “Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments”; Federal Transit Administration (FTA) Circular 4220.1F, “Third Party Contracting Guidance,” as may be amended from time to time; and other laws and regulations governing procurement activities for Broward County programs and projects. Conditions imposed by the FTA are also described in Appendix A to FTA’s “Best Practices Procurement Manual,” available at: http://www.fta.dot.gov/funding/thirdpartyprocurement/bppm/grants_financing_6195.html. References to the Code of Federal Regulations (CFR) website are available at: http://www.gpoaccess.gov/cfr/index.html.

DEFINITIONSAs used in this document, "Board" means the Broward County Board of County Commissioners. “Contract" means any binding agreement, regardless of how called, for the procurement or disposal of supplies, services, or construction awarded by any officer or agency of COUNTY. “CONTRACTOR" means the person, firm, or corporation or business entity that enters into a Contract with COUNTY. and includes all partners and all joint ventures of such person with whom COUNTY has contracted and who is responsible for the acceptable performance of the work and for the payment of all legal debts pertaining to the work. "Subcontractor" means a person, firm or corporation or combination thereof having a direct Contract with CONTRACTOR for all or any portion of the work or who furnishes material worked into a special design according to the plans and specifications for such work, but not those who merely furnish equipment or materials required by the plans and specifications.

FURTHER INFORMATIONIf you have any questions or need clarification as to the applicability of any term, condition, or requirement as contained in Part A, General Conditions – Applicable to All Contracts, and Part B, Additional Requirements – Conditional, of this Contract, contact Dianne DeLyons Shuler, Compliance Manager, Broward County Transit Division, at 954-357-8481, or by email: [email protected] .

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mailto:[email protected]

http://www.gpoaccess.gov/cfr/index.html

http://www.fta.dot.gov/funding/thirdpartyprocurement/bppm/grants_financing_6195.html



PART A

GENERAL CONDITIONS – APPLICABLE TO ALL CONTRACTS

1. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES. a. COUNTY and CONTRACTOR acknowledge and agree that, notwithstanding any concurrence by

the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to COUNTY, CONTRACTOR, or any other party (whether or not a party to that Contract) pertaining to any matter resulting from the underlying Contract.

b. CONTRACTOR agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the Subcontractor who will be subject to its provisions.

2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. a. CONTRACTOR acknowledges that the provisions of the Program Fraud Civil Remedies Act of

1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying Contract, CONTRACTOR certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Contract or the FTA-assisted project for which this Contract work is being performed. In addition to other penalties that may be applicable, CONTRACTOR further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on CONTRACTOR to the extent the Federal Government deems appropriate.

b. CONTRACTOR also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a Contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on CONTRACTOR, to the extent the Federal Government deems appropriate.

c. CONTRACTOR agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the Subcontractor who will be subject to the provisions.

3. FEDERAL CHANGES. CONTRACTOR shall at all times comply with all applicable FTA regulations, policies, procedures, and directives, including without limitation those listed directly or by reference in the Master Agreement between COUNTY and the FTA, as they may be amended or promulgated from time to time during the term of this Contract. CONTRACTOR’s failure to so comply shall constitute a material breach of this Contract. CONTRACTOR agrees to include this language in each Subcontract financed in whole or in part with Federal assistance provided by FTA.

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4. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS. The provisions contained in this FTA/USDOT Funding Supplement include, in part, standard terms and conditions required by the U.S. Department of Transportation (USDOT), whether or not expressly set forth in the Contract provisions. All contractual provisions required by USDOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, and as may be amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. CONTRACTOR shall not perform any act, fail to perform any act, or refuse to comply with any Broward County requests which would cause the COUNTY to be in violation of the FTA terms and conditions. CONTRACTOR agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA.

5. ACCESS TO RECORDS AND REPORTS. a. CONTRACTOR agrees to provide COUNTY, the FTA Administrator, the Comptroller General of

the United States, or any of their authorized representatives, access to any books, documents, papers, and records of CONTRACTOR which are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts, and transcriptions. CONTRACTOR also agrees, pursuant to 49 C.F.R. 633.17, to provide the FTA Administrator or his authorized representatives including any Project Management Oversight ("PMO") CONTRACTOR access to CONTRACTOR’s records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

b. In the event that COUNTY, which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a), enters into a Contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, CONTRACTOR shall make available records related to the Contract to COUNTY, the Secretary of Transportation and the Comptroller General or any authorized officer, agent, or employee of any of them for the purposes of conducting an audit and inspection.

c. CONTRACTOR agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

d. CONTRACTOR agrees to maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case CONTRACTOR agrees to maintain same until COUNTY, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).

6. CIVIL RIGHTS REQUIREMENTS. a. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. §

2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or

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disability. In addition, CONTRACTOR agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

b. Equal Employment Opportunity

(1) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, CONTRACTOR agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq. (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. CONTRACTOR agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, CONTRACTOR agrees to comply with any implementing requirements FTA may issue.

(2) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, CONTRACTOR agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, CONTRACTOR agrees to comply with any implementing requirements FTA may issue.

(3) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, CONTRACTOR agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, CONTRACTOR agrees to comply with any implementing requirements FTA may issue.

c. CONTRACTOR also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

7. DISADVANTAGED BUSINESS ENTERPRISE (DBE).a. This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,

Participation by Disadvantaged Business Enterprises in Department of Transportation (DOT) Financial Assistance Programs.

b. The CONTRACTOR agrees that it shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The CONTRACTOR shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONTRACTOR to carry out these requirements is a material breach of Contract, which may result in the termination of the Contract or such other remedy as COUNTY

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may deem appropriate. Each subcontract the CONTRACTOR signs with a Subcontractor must include the assurance in this paragraph.

c. The Disadvantaged Business Enterprise (DBE) regulation (49 CFR Part 26) establishes requirements for setting an overall goal for DBE participation in federally-funded contracts. This rule requires recipients of federal funds to use a methodology based on demonstrable data of relevant market conditions and is designed to reach a goal COUNTY would expect DBEs to achieve in the absence of discrimination.

d. Since this project is funded in part using federal funds, it is the policy of the Broward County Office of Economic and Small Business Development to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, are afforded maximum opportunity to receive and participate as Subcontractors and suppliers on all Contracts awarded by COUNTY; therefore, good-faith efforts must be made to provide DBEs an opportunity to participate in the project in accordance with the DBE Program Plan.

e. COUNTY fully supports the Federal government’s Disadvantaged Business Enterprises Program.

The overall goal setting provisions of 49 CFR Part 26 require that the COUNTY, as a recipient of federal funds, set overall goals based on demonstrable evidence of the relative availability of ready, willing and able DBEs in the areas from which the COUNTY obtains contractors. In this regard, the COUNTY has established DBE participation goals, and said goals have been established based primarily on the availability of certified DBE firms that are ready, willing, and able to participate in the project. INSTRUCTION TO BIDDERS/RESPONDERSTo be considered responsive, if this Contract has been assigned a DBE Numerical Participation Goal, each bidder/responder must submit with each bid, offer, or proposal, a completed and executed Schedule of DBE Participation Form (Exhibit 1), executed Letters of Intent (Exhibit 2), or the DBE Unavailability Report (Exhibit 3) with good faith documentation with each bid, offer, or proposal.

The Office of Economic and Small Business Development will review all forms to determine their responsiveness:

1. Letter of Intent to Utilize a DBE Subcontractor/Subconsultant – Exhibit 1.

2. Schedule of DBE Participation – Exhibit 2.3. DBE Unavailability Report, only required if goals were not met – Exhibit 3.

These forms are included herein as Exhibits 1, 2, and 3. All forms may be downloaded from the Small Business Development Division website. http://www.broward.org/ECONDEV/SMALLBUSINESS/Pages/compliance.aspx

IF DBE PARTICIPATION HAS BEEN TARGETED THROUGH RACE-NEUTRAL MEANS (NO DBE NUMERICAL PARTICIPATION GOAL), THE FORMS SET FORTH ABOVE NEED NOT BE SUBMITTED WITH YOUR BID, OFFER, OR PROPOSAL.

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Letter of Intent (Exhibit 1): Letter of Intent must be executed by the Bidder and countersigned by all DBE Subcontractors listed in the Schedule of DBE Participation form. The information contained in the Letter of Intent and the Schedule of DBE Participation with regard to the proposed level of DBE participation should be the same as to content.

Each DBE listed on the Schedule of DBE Participation must be certified prior to bid opening as DBE in order to be eligible for award.

For further information regarding DBE submittals, contact the Office of Economic and Small Business Development Division at (954) 357-6400.

Schedule of DBE Participation (Exhibit 2): Bidder must list the proposed Subcontractors in the Schedule of DBE Participation form indicating the type of work to be performed and a projection of Subcontract amount or percentage of fees to be awarded, if selected.

DBE Unavailability Report (Exhibit 3): Bidder that submits a DBE Unavailability Report, Exhibit 3, must be able to demonstrate through proper documentation its reasonable good-faith efforts to meet the goal, if Bidder wishes to remain eligible for award.

Reasonable efforts as determined by the Office of Economic and Small Business Development to meet the DBE Participation goals may include, but are not limited to:

Attendance at any scheduled pre-bid meeting concerning DBE participation. Timely advertisement in general circulation media, trade association publications, and

minority-focus media. Timely notification of minority business or CONTRACTOR groups and associations of

solicitation for specific sub-bids. Proof of written solicitations to DBE firms. Efforts to select portions of the work proposed to be performed by DBE in order to

increase the likelihood of achieving the stated goal. Efforts to provide DBEs that need assistance in obtaining bonding or insurance required

by the Bidder or COUNTY. A report submitted by the Bidder to the Small Business Development Division prior to

award explaining the Bidder’s efforts to obtain DBE participation. The report shall include the following:

-- A detailed statement of the timely efforts made to negotiate with DBEs including, at a minimum, the names, addresses and telephone numbers of DBEs who were invited to bid or otherwise contacted;

-- A description of the information provided to DBE regarding the plans and specifications for portions of the work to be performed; and a detailed statement of the reasons why additional Contracts with DBE, if needed to meet the stated goal, were not reached.

-- A detailed statement of the efforts made to select portions of the work proposed to be performed by DBE in order to increase the likelihood of achieving the stated goal.

-- As to each DBE that bids on a subcontract but declared “unqualified” by the Bidder, a detailed statement of the reasons for the Bidder’s conclusion.

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-- As to each DBE invited to bid, but the Bidder considers to be unavailable because of a lack of bid response or submission of a bid which was not the low responsive bid, an Unavailability of DBE Certificate signed by the Bidder.

For the purposes of goal achievement, the COUNTY requires the successful Bidder to use firms certified as DBEs in accordance with Federal Guidelines. The State of Florida

Department of Transportation (FDOT) and the Office of Economic and Small Business Development maintain a directory of certified DBE firms which is available to Bidders.

The directory mentioned above is available for use by vendors on-line through the Broward County Office of Economic and Small Business Development at:http://www.broward.org/econdev/SmallBusiness/Pages/dbe_program.aspx

Contact the Office of Economic and Small Business Development at (954) 357-6400 for more information.

A listing of certified DBEs by Florida Department of Transportation (FDOT) can be viewed at the following Unified Certification Program (UCP) Website: https://www3.dot.state.fl.us/EqualOpportunityOffice/biznet/mainmenu.asp.

IF DBE PARTICIPATION HAS BEEN TARGETED THROUGH RACE-NEUTRAL MEANS, THE FORMS SET FORTH ABOVE NEED NOT BE SUBMITTED.

For purposes of this section, the term, “DBE Race-Neutral Participation,” means the Office of Economic and Small Business Development Division (OESBD) has determined that because federal funds are available for this project, DBE participation has been targeted through the use of RACE-NEUTRAL means. Race-Neutral does not mean that no efforts are made to facilitate DBE participation. Race-Neutral DBE participation occurs when a DBE wins a contract or subcontract that was not assigned numerical DBE goals, or when the DBE status was not considered in making the award. Some Race-Neutral means include but are not limited to: Making RFP or bids attractive to DBE’s, simplifying or reducing bonding requirements; making DBE’s aware of opportunities and distributing DBE directories to prime contractors.

Although there are no numerical goals assigned to this project, bidders/responders are highly encouraged to utilize the services of DBE-certified firms as much as possible.

f. CONTRACTOR agrees that throughout the term of this Contract, the services as provided by the

firms listed on Exhibit 1 (Letter of Intent) and Exhibit 2 (Schedule of Participation) shall remain at least at the percentage levels set forth therein.

g. CONTRACTOR shall pay its Subcontractors and suppliers within ten (10) days for a construction Contract or within thirty (30) days for a non-construction Contract following receipt of payment from the COUNTY for such subcontracted work or supplies. CONTRACTOR agrees that if it withholds an amount as retainage from its Subcontractors or suppliers, that it will release such retainage and pay same within ten (10) days for a construction Contract or within thirty (30) days for a non-construction Contract following receipt of payment of retained amounts from COUNTY, or within ten (10) days for a construction Contract or within thirty (30) days for a non-construction Contract after the Subcontractor has satisfactorily completed its work, whichever shall first occur.

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http://www.broward.org/econdev/SmallBusiness/Pages/dbe_program.aspx



h. CONTRACTOR agrees that nonpayment of a Subcontractor or supplier shall be a material breach of this Contract and that COUNTY may, at its option, increase allowable retainage or withhold progress payments unless and until CONTRACTOR demonstrates timely payments of sums due to such Subcontractors or suppliers. CONTRACTOR agrees that the presence of a "pay when paid" provision in a subcontract shall not preclude COUNTY’s inquiry into allegations of nonpayment. The foregoing remedies shall not be employed when CONTRACTOR demonstrates that failure to pay results from a bona fide dispute with its Subcontractor or supplier.

i. CONTRACTOR agrees to complete and submit a monthly report to the Office of Economic and Small Business Development, with copy to the using department project manager, on DBE participation, which should contain a record of payments made to its DBE Subcontractors during the current reporting period. CONTRACTOR shall utilize the form attached as Exhibit 4 – Monthly DBE Utilization Report.

INSTRUCTION TO BIDDERS/RESPONDERSIf applicable to your Contract, Exhibit 4, Monthly DBE Utilization Report, is not required to be submitted with each bid, offer, or proposal. Exhibit 4 should be submitted to OESBD, with a copy to the using department project manager, on a monthly basis following commencement of services under this Contract.

j. CONTRACTOR agrees to complete and submit a Final Monthly DBE Participation Report containing the total amount paid to its DBE Subcontractors. This report must be submitted with the CONTRACTOR’s request for final payment and release of retainage, if applicable. CONTRACTOR shall utilize the form attached as Exhibit 5 - Final Monthly DBE Utilization Report.

INSTRUCTION TO BIDDERS/RESPONDERSExhibit 5, Final Monthly DBE Utilization Report, is not required to be submitted with each bid, offer, or proposal. Exhibit 5 should be submitted with the CONTRACTOR’S request for final payment and release of retainage.

k. CONTRACTOR shall certify to COUNTY the amounts paid to each DBE involved in the project as either a joint venture partner or pursuant to a subcontract with the disadvantaged businesses. All such certifications shall be signed by both CONTRACTOR and DBEs. One of the main purposes of these provisions is to make sure that DBEs actually perform work committed to them at Contract award.

l. CONTRACTOR agrees that failure to provide appropriate certification as to the payment of DBEs and participants in the Contract, and provide certification in a form acceptable to COUNTY that disadvantaged business participation requirements of the Contract have been met, notwithstanding any other provisions of this Contract, shall be cause for COUNTY to withhold further payments under the Contract until such time as such certification is received and accepted by COUNTY, and shall not entitle CONTRACTOR to terminate the Contract, to cease work to be performed, or to be entitled to any damages or extensions of time, whatsoever, due to such withholding of payment or delay in work associated thereto.

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If CONTRACTOR fails to comply with the requirements herein, COUNTY shall have the right to exercise any right or remedy provided in the Contract or under applicable law, with all such rights and remedies being cumulative.

m. CONTRACTOR shall not terminate a DBE subcontract for convenience and then perform the work with its own forces or its affiliate without the COUNTY's prior written consent. CONTRACTOR shall inform COUNTY immediately when a DBE firm is not able to perform or if CONTRACTOR believes the DBE firm should be replaced for any other reason, so that the Office of Economic and Small Business Development may review and verify the good faith efforts of CONTRACTOR to substitute the DBE firm with another DBE firm. Whenever a DBE firm is terminated for any reason, including cause, CONTRACTOR shall make good faith efforts to find another DBE firm to perform the work required of the original DBE firm.

8. CONTRACT COMPLIANCE MONITORING.a. Compliance monitoring is conducted to determine if CONTRACTOR and/or Subcontractors are

complying with the requirements of the DBE Program. Failure of the CONTRACTOR to comply with this provision may result in the COUNTY imposing penalties or sanctions pursuant to the provisions of the DBE regulation, 49 CFR Part 26.

b. Contract compliance will encompass monitoring for Contract dollar achievement and DBE CONTRACTOR utilization. The Office of Economic and Small Business Development staff will have the authority to audit and monitor all Contracts and Contract-related documents related to COUNTY projects. The requirements of the DBE Program are applicable to all CONTRACTORS, general CONTRACTORS, and Subcontractors.

c. CONTRACTOR shall be responsible for ensuring proper documentation with regard to its utilization and payment of DBE Subcontractors.

9. ENERGY CONSERVATION. CONTRACTOR agrees to comply with mandatory standards and policies related to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. CONTRACTOR further agrees to include this provision in each subcontract financed in whole or in part with federal assistance provided by FTA.

10. TERMINATION. This Contract may be terminated for cause by the aggrieved party if the party in breach has not corrected the breach within ten (10) days after written notice from the aggrieved party identifying the breach. This Contract may also be terminated for convenience by the Board. Termination for convenience by the Board shall be effective on the termination date stated in written notice provided by COUNTY, which termination date shall be not less than thirty (30) days after the date of such written notice. This Contract may also be terminated by the County Administrator upon such notice as the County Administrator deems appropriate under the circumstances in the event the County Administrator determines that termination is necessary to protect the public health or safety. The parties agree that if COUNTY erroneously, improperly or unjustifiably terminates for cause, such termination shall be deemed a termination for convenience, which shall be effective thirty (30) days after such notice of termination for cause is provided.

This Contract may be terminated for cause for reasons including, but not limited to, CONTRACTOR’s repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices, failure to suitably perform the work; or failure to continuously perform the work in a manner calculated

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to meet or accomplish the objectives as set forth in this Contract. This Contract may also be terminated by the Board:

Upon the disqualification of CONTRACTOR as a DBE by COUNTY’s Director of the Office of Economic and Small Business Development Division if CONTRACTOR’s status as a DBE was a factor in the award of this Agreement and such status was misrepresented by CONTRACTOR;

Upon the disqualification of CONTRACTOR by COUNTY’s Director of the Office of Economic and Small Business Development due to fraud, misrepresentation, or material misstatement by CONTRACTOR in the course of obtaining this Contract or attempting to meet the DBE contractual obligations;

Upon the disqualification of one or more of CONTRACTOR’s DBE participants by COUNTY’s Director of the Office of Economic and Small Business Development if any such participant’s status as a DBE firm was a factor in the award of this Contract and such status was misrepresented by CONTRACTOR or such participant;

a. Upon the disqualification of one or more of CONTRACTOR’s DBE participants by COUNTY’s Director of the Office of Economic and Small Business Development if such DBE participant attempted to meet its DBE contractual obligations through fraud, misrepresentation, or material misstatement; or

b. If CONTRACTOR is determined by COUNTY’s Director the Office of Economic and Small Business Development to have been knowingly involved in any fraud, misrepresentation, or material misstatement concerning the DBE status of its disqualified DBE participant.

Notice of termination shall be provided in writing except that notice of termination by the County Administrator, which the County Administrator deems necessary to protect the public health, safety, or welfare, may be verbal notice that shall be promptly confirmed in writing.

In the event this Contract is terminated for convenience, CONTRACTOR shall be paid for any services properly performed under the Contract through the termination date specified in the written notice of termination. CONTRACTOR acknowledges and agrees that it has received good, valuable and sufficient consideration from COUNTY, the receipt and adequacy of which are hereby acknowledged by CONTRACTOR, for COUNTY’s right to terminate this Agreement for convenience.

In the event that the underlying Contract contains a termination provision which conflicts with the termination provision above, the termination provisions set forth in the underlying Contract shall prevail over the termination provision set forth in this FTA/USDOT Funding Supplement.

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PART B

ADDITIONAL REQUIREMENTS – CONDITIONAL(Please read each qualifying condition carefully.)

11. RECYCLED PRODUCTS. If this Contract is for items designated in Subpart B, 40 CFR Part 247 by the EPA, and COUNTY or CONTRACTOR procures $10,000 or more of one of these items during the fiscal year or has procured $10,000 or more of such items in the previous fiscal year using federal funds, the CONTRACTOR agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 USC 6962), including, but not limited to, the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247.

12. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION. If this Contract has a value of $25,000 or more, this procurement is a covered transaction for purposes of 49 CFR Part 29. As such, the CONTRACTOR is required to verify that none of the CONTRACTORS, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The CONTRACTOR agrees to comply with 49 CFR 29, Subpart C, and must include the requirement to comply 49 CFR 29, Subpart C, in each Subcontract financed in whole or in part with federal assistance provided by FTA. (The form for certifying compliance, Government-wide Debarment and Suspension, is attached as Exhibit 6.)

INSTRUCTION TO BIDDERS/RESPONDERSIf applicable to your Contract, Exhibit 6, Government-Wide Debarment and Suspension (Non-procurement) Certification, should be executed and submitted with each bid, offer, or proposal of $25,000 or more, but must be submitted prior to award of Contract.

If Exhibit 6 is not applicable to your Contract, then mark it as “N/A” (Not Applicable).

13. BUY AMERICA. If this Contract exceeds $100,000, the CONTRACTOR agrees to comply with 49 USC §5323(j) and 49 CFR Part 661, which provide that federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j) (2) (C) and 49 CFR 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content.

A Bidder or offeror must submit to COUNTY the appropriate Buy America certification, the certification form is attached as Exhibit 7, with all bids or proposals on FTA-funded Contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America Certification must be rejected as nonresponsive.

INSTRUCTION TO BIDDERS/RESPONDERS

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If applicable to your Contract, Exhibit 7, Buy America Certificate, must be executed and submitted with each bid, offer, or proposal exceeding $100,000 (involving a rolling stock purchase, construction contracts, or procurement of steel, iron, or manufactured products).


14. RESOLUTION OF DISPUTES. Disputes – Unless the Contract provides otherwise, disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the COUNTY Project Manager for the Contract. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the CONTRACTOR mails or otherwise furnishes a written appeal to the COUNTY Contract Administrator. In connections with any such appeal, the CONTRACTOR shall be afforded an opportunity to be heard and to offer evidence in support of its position.

The decision of the Contract Administrator shall be binding upon the CONTRACTOR and the CONTRACTOR shall abide by the decision.

Performance During Dispute – Unless otherwise directed by COUNTY, CONTRACTOR shall perform under the Contract while matters in dispute are being resolved.

Unless the Contract provides otherwise, jurisdiction of any controversies or legal problems arising out of this Contract, and any action involving the enforcement or interpretation of any rights hereunder, shall be exclusively in the state courts of the Seventeenth Judicial Circuit in Broward County, Florida, and venue for litigation arising out of this Contract shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. BY ENTERING INTO THIS CONTRACT, CONTRACTOR AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT.

15. LOBBYING. CONTRACTORS who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR Part 20, “New Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal Contract, grant, or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the COUNTY. A Restrictions on Lobbying Certification is attached as Exhibit 8.

INSTRUCTION TO BIDDERS/RESPONDERSIf applicable to your Contract, Exhibit 8, Restrictions on Lobbying Certification, should be executed and submitted with each bid, offer, or proposal exceeding $100,000, but must be submitted prior to award of Contract.


16. CLEAN AIR. The Clean Air requirements apply to all Contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year.

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a. CONTRACTOR agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 USC §7401, et seq. CONTRACTOR agrees to report each violation to Broward County and agrees that COUNTY will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

b. CONTRACTOR further agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with federal assistance provided by FTA.

17. CLEAN WATER REQUIREMENTS. If this Contract is valued at $100,000 or more, CONTRACTOR agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.

a. CONTRACTOR agrees to report each violation to COUNTY and agrees that COUNTY will, in turn, report each violation as required to assure notification to the FTA and the appropriate EPA Regional Office.

b. CONTRACTOR also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with federal assistance provided by FTA.

18. BONDING REQUIREMENTS. CONTRACTOR agrees to comply with the terms and conditions relating to bid guaranty, performance bond and payment bond (“Bonding Requirements”) as set forth in the underlying Contract to which this FTA/USDOT Funding Supplement is attached. In the event that the underlying Contract involves a construction or facility improvement exceeding $100,000, and the underlying Contract: (1) does not contain specific Bonding Requirements, or (2) the Bonding Requirements do meet the minimum requirements set forth below, the following Bonding Requirements shall apply:

CONTRACTOR shall provide a bid guarantee from each Bidder equivalent to five percent (5%) of the bid price, a performance bond on the part of the CONTRACTOR for 100 percent (100%) of the Contract price and a payment bond on the part of the CONTRACTOR for 100 percent (100%) of the Contract price in the form and of a type acceptable by COUNTY.

19. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS. If this purchase order or Contract involves a construction project over $2,000, the CONTRACTOR agrees to comply with Davis-Bacon and Copeland Act requirements at 40 USC 3141, et seq., and 18 USC 874. The requirements of both Acts are incorporated into a single clause (see 29 CFR 3.11) and are set forth in 29 CFR 5.5(a). Section 29 CFR 5.5(a) is reproduced in its entirety below:

(a) The Agency head shall cause or require the contracting officer to insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a public building or public work, or building or work financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in §5.1, the following clauses (or any modifications thereof to meet the particular needs of the agency; provided, that such modifications are first approved by the Department of Labor):

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1) Minimum wages.

(i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3) ), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any Contractual relationship which may be alleged to exist between the CONTRACTOR and such laborers and mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein; provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the CONTRACTOR and its Subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers.

(ii)(A) The Contracting Officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the Contract shall be classified in conformance with the wage determination. The Contracting Officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met:

(1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and

(2) The classification is utilized in the area by the construction industry; and

(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination.

(B) If the CONTRACTOR and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Contracting Officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action

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taken shall be sent by the Contracting Officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within thirty (30) days of receipt and so advise the Contracting Officer or will notify the Contracting Officer within the thirty (30) day period that additional time is necessary.

(C) In the event the CONTRACTOR, the laborers or mechanics to be employed in the classification or their representatives, and the Contracting Officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the Contracting Officer shall refer the questions, including the views of all interested parties and the recommendation of the Contracting Officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within thirty (30) days of receipt and so advise the Contracting Officer, or will notify the Contracting Officer within the thirty (30) day period that additional time is necessary.

(D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under this Contract from the first day on which work is performed in the classification.

(iii) Whenever the minimum wage rate prescribed in the Contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the CONTRACTOR shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.

(iv) If the CONTRACTOR does not make payments to a trustee or other third person, the CONTRACTOR may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, provided, that the Secretary of Labor has found, upon the written request of the CONTRACTOR, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the CONTRACTOR to set aside in a separate account assets for the meeting of obligations under the plan or program.

(2) Withholding. COUNTY shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the CONTRACTOR under this Contract or any other Federal Contract with the same prime CONTRACTOR, or any other federally-assisted Contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime CONTRACTOR, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the CONTRACTOR or any Subcontractor the full amount of wages required by the Contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the Contract, Broward County may, after written notice to the CONTRACTOR, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased.

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(3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the CONTRACTOR during the course of the work and preserved for a period of three (3) years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the CONTRACTOR shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. CONTRACTORS employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs.

(ii)(A) The CONTRACTOR shall submit weekly for each week in which any Contract work is performed a copy of all payrolls to COUNTY if the agency is a party to the Contract, but if the agency is not such a party, the CONTRACTOR will submit the payrolls to the applicant, sponsor, or owner, as the case may be, for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime CONTRACTOR is responsible for the submission of copies of payrolls by all Subcontractors. CONTRACTORS and Subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the Federal Transit Administration if the agency is a party to the Contract, but if the agency is not such a party, the CONTRACTOR will submit them to the applicant, sponsor, or owner, as the case may be, for transmission to the COUNTY, the CONTRACTOR, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime CONTRACTOR to require a Subcontractor to provide addresses and social security numbers to the prime CONTRACTOR for its own records, without weekly submission to the sponsoring government agency (or the applicant, sponsor, or owner).

(B) Each payroll submitted shall be accompanied by a “Statement of Compliance,” signed by the CONTRACTOR or Subcontractor or his or her agent who pays or supervises the payment of the persons employed under the Contract and shall certify the following:

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(1) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete;

(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the Contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3;

(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the Contract.

(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the “Statement of Compliance” required by paragraph (a)(3)(ii)(B) of this section.

(D) The falsification of any of the above certifications may subject the CONTRACTOR or Subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code.

(iii) The CONTRACTOR or Subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of COUNTY or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the CONTRACTOR or Subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the CONTRACTOR, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12.

(4) Apprentices and Trainees--

(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first ninety (90) days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the CONTRACTOR as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually

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performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a CONTRACTOR is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the CONTRACTOR’s or Subcontractor 's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the CONTRACTOR will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.

(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate, who is not registered and participating in a training plan approved by the Employment and Training Administration, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the CONTRACTOR will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved.

(iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended and 29 CFR part 30.

(5) Compliance with Copeland Act requirements. The CONTRACTOR shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this Contract.

(6) Subcontracts. The CONTRACTOR or Subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit

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Administration may by appropriate instructions require, and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The prime CONTRACTOR shall be responsible for the compliance by any Subcontractors or lower tier Subcontractor with all the Contract clauses in 29 CFR 5.5.

(7) Contract termination: debarment. A breach of the Contract clauses in 29 CFR 5.5 may be grounds for termination of the Contract, and for debarment as a CONTRACTOR and a Subcontractor as provided in 29 CFR 5.12.

(8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this Contract.

(9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this Contract shall not be subject to the general disputes clause of this Contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the CONTRACTOR (or any of its Subcontractors) and the Contracting agency, the U.S. Department of Labor, or the employees or their representatives.

(10) Certification of eligibility.

(i) By entering into this Contract, the CONTRACTOR certifies that neither it (nor he or she) nor any person or firm who has an interest in the CONTRACTOR’s firm is a person or firm ineligible to be awarded Government Contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).

(ii) No part of this Contract shall be subcontracted to any person or firm ineligible for award of a Government Contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).

(iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001.

20. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT. If this purchase order or Contract involves a construction project in excess of $100,000 or more, the CONTRACTOR shall comply with the Contract and Work Hours Safety Act, 40 USC 3701 and 29 CFR 5.5 (b) are reproduced below.

As used in the paragraphs below, the terms laborers and mechanics include watchmen and guards.

(a) Overtime requirements. No CONTRACTOR or Subcontractor contracting for any part of the Contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times (1½) the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek.

(b) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (a) of this section, the CONTRACTOR and any Subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such CONTRACTOR and Subcontractor shall

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be liable to the United States (in the case of work done under Contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a) of this section, in the sum of ten dollars ($10.00) for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in paragraph (a) of this section.

(c) Withholding for unpaid wages and liquidated damages. COUNTY shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the CONTRACTOR or Subcontractor under any such Contract or any other Federal Contract with the same prime CONTRACTOR, or any other federally-assisted Contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime CONTRACTOR, such sums as may be determined to be necessary to satisfy any liabilities of such CONTRACTOR or Subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b) of this section.

(d) Subcontracts. The CONTRACTOR or Subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a) through (d) of this section and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The prime CONTRACTOR shall be responsible for compliance by any Subcontractor or lower tier Subcontractor with the clauses set forth in paragraphs (a) through (d) of this section.

21. TRANSIT EMPLOYEE PROTECTIVE CONTRACTS. If this Contract involves transit operations performed by employees of a CONTRACTOR recognized by FTA to be a transit operator:

a. CONTRACTOR agrees to comply with the applicable transit employee protective requirements, as follows:

1. General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, CONTRACTOR agrees to carry out the transit operations work on the underlying Contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this Contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying Contract. CONTRACTOR agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements this subsection 1., however, do not apply to any Contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections 2. and 3. of this clause.

2. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2) for Elderly Individuals and Individuals with Disabilities - If the Contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the

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future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying Contract, CONTRACTOR agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth in the Grant Contract or Cooperative Contract with the state. CONTRACTOR agrees to perform transit operations in connection with the underlying Contract in compliance with the conditions stated in that U.S. DOL letter.

3. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas - If the Contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, CONTRACTOR agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto.

b. CONTRACTOR also agrees to include any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA.

22. FLY AMERICA. CONTRACTOR agrees to comply with 49 USC 40118 (the “Fly America” Act) in accordance with the General Services Administration regulations at 41 CFR part 301-10, which provide that recipients and subrecipients of federal funds and their CONTRACTORs are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. CONTRACTOR shall submit, if a foreign air carrier is used, an appropriate certification or memorandum adequately explaining why service by a U.S. Flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. CONTRACTOR agrees to include the requirements of this section in all subcontracts that may involve international air transportation.

23. CARGO PREFERENCE. The Cargo Preference requirements apply to all Contracts and subcontracts involving equipment, materials, or commodities which may be transported by ocean vessels.

Cargo Preference - Use of United States-Flag Vessels - CONTRACTOR agrees:

a. to use privately-owned United States-Flag commercial vessels to ship at least fifty percent (50%) of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying Contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels;

b. to furnish within twenty (20) working days following the date of loading for shipments originating within the United States or within thirty (30) working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "onboard" commercial ocean bill of lading in English for each shipment of cargo described in the preceding

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paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the COUNTY (through CONTRACTOR in the case of a Subcontractor’s bill of lading.);

c. to include these requirements in all subcontracts issued pursuant to this Contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel.

24. DRUG AND ALCOHOL TESTING. If this Contract involves a safety-sensitive function on behalf of COUNTY, the CONTRACTOR agrees to participate in Broward County Transit Division’s drug and alcohol testing program or agrees to establish and implement its own drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with part 655, and permit any authorized representative of the USDOT or its operating administrations, the State Oversight Agency, or COUNTY, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the testing process.

In the event CONTRACTOR subcontracts all or part of the transit service to a third party, a similar requirement including review and approval by the COUNTY’s Contract Administrator must be included in any Contract.

CONTRACTOR further agrees to certify, prior to the commencement of services under this Contract or purchase order and annually thereafter, compliance with current FTA regulations, and to submit the Management Information System (MIS) reports before March 15 to the Director, Transit Division (a model form for certifying compliance, Drug and Alcohol Testing Program Compliance Certification, is attached as Exhibit 9). To certify annual compliance, CONTRACTOR shall use the “Substance Abuse Certifications” in the “Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Contracts,” which is published annually in the Federal Register.

INSTRUCTION TO BIDDERS/RESPONDERSIf applicable to your Contract, Exhibit 9, Drug and Alcohol Testing Program Compliance Certification, should be executed and submitted with each bid, offer, or proposal for Transit Operational Services, but must be submitted prior to award of Contract. The term “Transit Operational Services” refers to services for the operation and maintenance of public transit vehicles.


25. PATENT AND RIGHTS IN DATA. If this Contract involves patent and rights in data requirements for federally-assisted research projects in which FTA finances in whole or in part the development of a product or information, CONTRACTOR agrees to be bound by the terms and conditions specified below. CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK.

a. Rights in Data - This following requirements apply to each Contract involving experimental, developmental or research work:

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(1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration.

(2) The following restrictions apply to all subject data first produced in the performance of the Contract to which this Attachment has been added:

(a) Except for its own internal use, CONTRACTOR may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the CONTRACTOR authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any Contract with an academic institution.

(b) In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, the Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 and (2)(b)2 of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party.

1. Any subject data developed under that Contract, whether or not a copyright has been obtained; and

2. Any rights of copyright purchased by the COUNTY or CONTRACTOR using Federal assistance in whole or in part provided by FTA.

(c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the COUNTY and CONTRACTOR performing experimental, developmental, or research work required by the underlying Contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that Contract, or a copy of the subject data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying Contract, is not completed for any reason whatsoever, all data developed under that Contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c), however, does not apply to adaptations of automatic data

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processing equipment or programs for the COUNTY or CONTRACTOR’s use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects.

(d) CONTRACTOR agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by CONTRACTOR of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that Contract. CONTRACTOR shall not be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government.

(e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent.

(f) Data developed by the COUNTY or CONTRACTOR and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying Contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that the COUNTY or CONTRACTOR identifies that data in writing at the time of delivery of the Contract work.

(g) Unless FTA determines otherwise, CONTRACTOR agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA.

(3) Unless the Federal Government later makes a contrary determination in writing, irrespective of CONTRACTOR’s status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), CONTRACTOR agrees to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Contracts," 37 C.F.R. Part 401.

(4) CONTRACTOR also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA.

b. Patent Rights - The following requirements apply to each Contract involving experimental, developmental, or research work:

(1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the underlying Contract, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country,

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the COUNTY and CONTRACTOR agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified.

(2) Unless the Federal Government later makes a contrary determination in writing, irrespective of CONTRACTOR’s status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the COUNTY and CONTRACTOR agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Contracts," 37 C.F.R. Part 401.

(3) CONTRACTOR also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA.

26. PRIVACY ACT. The following requirements apply to the CONTRACTOR and its employees that administer any system of records on behalf of the Federal Government under any Contract:

a. CONTRACTOR agrees to comply with, and assures the compliance of its employees with, information restrictions and other applicable requirements of the Privacy Act of 1974, 5 USC 552a.

Among other things, CONTRACTOR agrees to obtain the express consent of the Federal Government before CONTRACTOR or its employees operate a system of records on behalf of the Federal Government. CONTRACTOR understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of the Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Contract.

b. CONTRACTOR also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with federal assistance provided by FTA.

27. CHARTER BUS. If this is an Operational Service Contract, CONTRACTOR agrees to comply with 49 USC 5323(d) and 49 CFR Part 604, which provide that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally-funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR Part 604.

28. SCHOOL BUS REQUIREMENTS. If this is an Operational Service Contract, pursuant to 49 USC 5323(f) and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally-funded equipment, vehicles, or facilities.

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29. BUS TESTING. The Bus Testing requirements pertain only to the acquisition of Rolling Stock/Turnkey. If this Contract pertains to the acquisition of rolling stock/turnkey, the CONTRACTOR manufacturer agrees to certify, prior to commencement of services under this Contract, to comply with 49 USC A5323(c) and FTA’s implementing regulations at 49 CFR Part 665, and shall perform the following:

a. A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to COUNTY at a point in the procurement process specified by COUNTY which will be prior to COUNTY's final acceptance of the first vehicle.

b. A manufacturer who releases a report under paragraph a. above shall provide notice to the operator of the testing facility that the report is available to the public.

c. If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to COUNTY prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing.

d. If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components), the manufacturer shall provide the name and address of the recipient of such a vehicle and the details of that vehicle's configuration and major components.

A Bus Testing Compliance Certification is attached as Exhibit 10.

INSTRUCTION TO BIDDERS/RESPONDERSIf applicable to your Contract, Exhibit 10, Bus Testing Compliance Certification, should be executed and submitted with each bid, offer, or proposal, but must be submitted prior to award of Contract.


30. PRE-AWARD AND POST-DELIVERY AUDIT REQUIREMENTS. If this Contract pertains to the acquisition of rolling stock, the CONTRACTOR agrees to comply with 49 USC §5323(m) and FTA’s implementing regulation at 49 CFR Part 663 and to submit the following certifications:

a. Buy America Requirements. The CONTRACTOR shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists: 1) component and subcomponent parts of the rolling stock to be purchased, identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly.

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b. Solicitation Specification Requirements. CONTRACTOR shall submit evidence that it will be capable of meeting the bid specifications.

c. Federal Motor Vehicle Safety Standards (FMVSS). CONTRACTOR shall submit: 1) manufacturer's FMVSS self-certification sticker information that the vehicle complies with relevant FMVSS; or 2) manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations.

A Pre-Award and Post-Delivery Audit Requirements Certification is attached as Exhibit 11.

INSTRUCTION TO BIDDERS/RESPONDERSIf applicable to your Contract, Exhibit 11, Pre-Award and Post-Delivery Audit Requirements Certification, must be executed and submitted with each bid, offer, or proposal exceeding $100,000.

If this Exhibit 11 is not applicable to your Contract, then mark it as “N/A” (Not Applicable).

31. SEISMIC SAFETY. If this Contract pertains to the construction of new buildings or additions to existing buildings, CONTRACTOR agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations at 49 CFR Part 41, and will certify compliance to the extent required by the regulation. CONTRACTOR also agrees to ensure that all work performed under this Contract, including work performed by a Subcontractor, is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project.

32. TRANSIT VEHICLE MANUFACTURER (TVM) CERTIFICATION. If this Contract involves the procurement of transit vehicles, the CONTRACTOR must obtain from each Transit Vehicle Manufacturer (TVM), distributor, or dealer, and submit with its bid, a TVM certification stating that, as a condition of being authorized to bid on transit vehicle procurements funded by FTA, the TMV certifies that it has complied with the requirements of 49 CFR 26.49, by submitting a current annual DBE Goal to the FTA. A Transit Vehicle Manufacturer (TVM) Certification of Compliance is attached as Exhibit 12.

INSTRUCTION TO BIDDERS/RESPONDERSIf applicable to your Contract, Exhibit 12, Transit Vehicle Manufacturer (TVM) Certification of Compliance, should be executed and submitted with each bid, offer, or proposal, but must be submitted prior to award of Contract.


33. NATIONAL ITS ARCHITECTURE. If this Contract involves an Intelligent Transportation System project (ITS), CONTRACTOR agrees to conform, to the extent applicable, to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA LU Section 5307, Chapter, 23 U.S.C. section 512 note, and comply with FTA Notice, "FTA National ITS Architecture Policy on Transit Projects, " 66 Fed. Reg. 1455 et seq., January 8, 2001, and to any subsequent further implementing directives, except to the extent FTA determines otherwise in writing.

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INSTRUCTION TO BIDDERS/RESPONDERS: If applicable to your Contract, Exhibit 1, Letter of Intent, must be executed and submitted with each bid, offer, or proposal.


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EXHIBIT 1



EXHIBIT 2

INSTRUCTION TO BIDDERS/RESPONDERS:If applicable to your Contract, Exhibit 2, Schedule of DBE Participation, must be executed and submitted with each bid, offer, or proposal.

If this Exhibit 2 is not applicable to your Contract, then mark it as “N/A” (Not Applicable).

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EXHIBIT 3

INSTRUCTION TO BIDDERS/RESPONDERS: If applicable to your Contract, Exhibit 3, DBE Unavailability Report, must be executed and submitted with each bid, offer, or proposal.


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EXHIBIT 4 INSTRUCTION TO BIDDERS/RESPONDERS: If applicable to your Contract, Exhibit 4, DBE Monthly Utilization Report, should be executed and submitted by Contractor to OESBD, with a copy to the using department project manager, on a monthly basis following commencement of services under this Contract.


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EXHIBIT 5

INSTRUCTION TO BIDDERS/RESPONDERS : If applicable to your Contract, Exhibit 5, Final Monthly DBE Utilization Report, should be executed and submitted by Contractor with the Contractor’s request for final payment and release of retainage.


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EXHIBIT 6GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) CERTIFICATION

IF THIS CONTRACT OR PURCHASE ORDER HAS A VALUE OF $25,000 OR MORE, THIS PROCUREMENT IS A COVERED TRANSACTION FOR

PURPOSES OF 49 CFR PART 29.

This Contract is a covered transaction for purposes of 49 CFR Part 29. As such, the CONTRACTOR is required to verify that none of the CONTRACTOR, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The CONTRACTOR is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier-covered transaction it enters into.

By signing and submitting its bid or proposal, the Bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by COUNTY. If it is later determined that the Bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to COUNTY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C, while this offer is valid and throughout the period of any Contract that may arise from this offer. The Bidder or proposer further agrees to include a provision requiring such compliance in its lower tier-covered transactions.

____________________ _________________________________ (Date) (Signature)

_________________________________ (CONTRACTOR)

_________________________________ (Title)

INSTRUCTION TO BIDDERS/RESPONDERS:If applicable to your Contract, Exhibit 6, Government-Wide Debarment and Suspension (Non-procurement) Certification, should be executed and submitted with each bid, offer, or proposal of $25,000 or more, but must be submitted prior to award of Contract. If Exhibit 6 is not applicable to your Contract, then mark it as “N/A” (Not Applicable).

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EXHIBIT 7BUY AMERICA CERTIFICATION

FOR PROCUREMENTS OF STEEL, IRON, AND MANUFACTURED PRODUCTS (INCLUDING CONSTRUCTION CONTRACTS, MATERIALS

AND SUPPLIES, AND ROLLING STOCK ) OVER $100,000

If this Contract or purchase order is valued in excess of $100,000 and involves the procurement of steel, iron, or manufactured products, the Bidder or offeror hereby certifies that it:

□ Will meet the requirements of 49 USC 5323(j)(1) and the applicable regulations in 49 CFR part 661.5.

□ Cannot meet the requirements of 49 USC 5323(j)(1) and 49 CFR part 661.5, but it may qualify for an exception pursuant to 49 USC 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 CFR 661.

If this Contract or purchase order is valued in excess of $100,000 and involves the procurement ofbuses, other rolling stock, and associated equipment, the Bidder or offeror certifies that it:

□ Will comply with the requirements of 49 USC 5323(j)(2)(C) and the regulations at 49 CFR part 661.11.

□ Cannot comply with the requirements of 49 USC 5323(j)(2)(C) and 49 CFR 661.11, but may qualify for an exception pursuant to 49 USC 5323(j)(2)(A), 5323(j) (2)(B), or 5323(j)(2)(D), and 49 CFR 661.7. ____________________ __________________________________________________ (Date) (Signature)

__________________________________________________ (CONTRACTOR)

__________________________________________________ (Title)

Note: This Buy America certification must be submitted to Broward County with all bids or offers on FTA-funded Contracts involving construction or the acquisition of goods or rolling stock, except those subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, software, and small purchases (currently less than $100,000) made with capital, operating, or planning funds.

INSTRUCTION TO BIDDERS/RESPONDERS:If applicable to your Contract, Exhibit 7, Buy America Certification, must be executed and submitted with each bid, offer, or proposal exceeding $100,000.


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EXHIBIT 8RESTRICTIONS ON LOBBYING CERTIFICATION

FOR ALL PROCUREMENTS OVER $100,000 INVOLVING CONSTRUCTION/ARCHITECTURAL AND ENGINEERING/ACQUISITION OF ROLLING STOCK/PROFESSIONAL SERVICE CONTRACTS/OPERATIONAL

SERVICE CONTRACTS/ TURNKEY CONTRACTS

The undersigned certifies, to the best of his or her knowledge and belief, that:1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal Contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal Contract, grant, loan, or cooperative agreement.

2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence to an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal Contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form—LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions [as amended by “Government-wide Guidance for New Restrictions on Lobbying,”

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and Contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The undersigned certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the undersigned understands and agrees that the provisions of 31 USC A3801, et seq., apply to this certification and disclosure, if any.

__________________________ ___________________________________________________ (Date) (Signature)

_________________________ ___________________________________________________(Title) (CONTRACTOR)

INSTRUCTION TO BIDDERS/RESPONDERS: If applicable to your Contract, Exhibit 8, Restrictions on Lobbying Certification, should be executed and submitted with each bid, offer, or proposal, exceeding $100,000, but must be submitted prior to award of Contract.


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EXHIBIT 9DRUG AND ALCOHOL TESTING PROGRAM COMPLIANCE CERTIFICATION

FOR TRANSIT OPERATIONAL SERVICE CONTRACTS INVOLVING THE OPERATION OF A TRANSIT SERVICE OR PROVIDING TRANSIT VEHICLE MAINTENANCE, REPAIR, OVERHAUL, AND/OR REBUILT VEHICLES, ENGINES, AND PARTS, OR CONTRACTS FOR SECURITY PERSONNEL THAT CARRY FIREARMS.

The undersigned certifies that CONTRACTOR, and its SUBCONTRACTORS as required, has established and implemented an anti-drug and alcohol prevention program in accordance with 49 CFR Part 655, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations.”1.

The undersigned further agrees to produce any documentation necessary to establish its compliance with 49 CFR Part 655, and to permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency (the Florida Department of Transportation), or COUNTY, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Part 655 and to review the testing process.

The undersigned further agrees to certify annually its compliance with Part 655 before March 15 and to submit the Management Information System (MIS) reports no later than February 15) to COUNTY.

To certify compliance, CONTRACTOR shall use the “Substance Abuse Certifications” in the “Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements,” which is published annually in the Federal Register.

____________________ __________________________________________________ (Date) (Signature)

__________________________________________________ (CONTRACTOR)

__________________________________________________ (Title)

1. The Federal Transit Administration (FTA) – mandated drug and alcohol testing program is separate from and in addition to the provisions of the Drug-Free Workplace Act (DFWA).

INSTRUCTION TO BIDDERS/RESPONDERS: If applicable to your Contract, Exhibit 9, Drug and Alcohol Testing Program Compliance Certification, should be executed and submitted with each bid, offer, or proposal, but must be submitted prior to award of Contract.


Rev 11.9.11 of 191



EXHIBIT 10BUS TESTING COMPLIANCE CERTIFICATION

FOR ALL PROCUREMENTS OF BUSES/ROLLING STOCK/TURNKEY

The undersigned (CONTRACTOR/manufacturer) certifies that the vehicle offered in this procurement complies with 49 USC A5323(c) and FTA’s implementing regulation at 49 CFR Part 665.

The undersigned understands that misrepresenting the testing status of a vehicle acquired with federal financial assistance may subject the undersigned to civil penalties as outlined in the U.S. Department of Transportation’s regulation on Program Fraud Civil Remedies, 49 CFR Part 31. In addition, the undersigned understands that FTA may suspend or debar a manufacturer under the procedures in 49 CFR Part 29.

____________________ __________________________________________________ (Date) (Signature)

__________________________________________________ (CONTRACTOR)

__________________________________________________ (Title)

INSTRUCTION TO BIDDERS/RESPONDERS:If applicable to your Contract, Exhibit 10, Bus Testing Compliance Certification, should be executed and submitted with each bid, offer, or proposal, but must be submitted prior to award of Contract.

If Exhibit 10 is not applicable to your Contract, then mark it as “N/A” (Not Applicable)

Rev 11.9.11 of 191



EXHIBIT 11PRE-AWARD AND POST-DELIVERY AUDIT REQUIREMENTS CERTIFICATION

FOR PROCUREMENTS OF BUSES, OTHER ROLLING STOCK, OR ASSOCIATED EQUIPMENT OVER $100,000

Check one:

□ The Bidder hereby certifies that it will comply with the requirements of 49 USC 5323(j)(2)(C), Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, and the regulations of 49 CFR 661.11.

□ The Bidder hereby certifies that it cannot comply with the requirements of 49 USC 5323(j)(2)(C) and Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, but may qualify for an exception to the requirements consistent with 49 USC Sections 5323(j)(2)(B) or 5323(j)(2)(D), Sections 165(b)(2) or (b)(4) of the Surface Transportation Assistance Act of 1982 as amended, and regulations in 49 CFR 661.7.

____________________ __________________________________________________ (Date) (Signature)

__________________________________________________ (CONTRACTOR)

__________________________________________________ (Title)

Note: This certification must be submitted with each bid or offer exceeding the small purchase threshold for federal assistance programs, currently set at $100,000.

INSTRUCTION TO BIDDERS/RESPONDERS: If applicable to your Contract, Exhibit 11, Pre-Award and Post-Delivery Audit Requirements Certification, must be executed and submitted with each bid, offer, or proposal exceeding $100,000.


Rev 11.9.11 of 191



EXHIBIT 12TRANSIT VEHICLE MANUFACTURER (TVM)

CERTIFICATION OF COMPLIANCE WITH SUB PART D, PART 26

FOR ALL BUSES/ROLLING STOCK PROCUREMENTS

This procurement is subject to the provisions of Section 26.49 of 49 CFR Part 26. Accordingly, as a condition of permission to bid, the following certification must be completed and submitted with the bid. A bid which does not include the certification will not be considered.

TRANSIT VEHICLE MANUFACTURER (TVM) CERTIFICATION

__________________________________________, a TVM, herby certifies that it has complied with the (Name of Firm)

requirements of Section 26.49 of 49 CFR Part 26 by submitting a current DBE Goal to the FTA. The

goals apply to fiscal year _____________________ and have been approved or not disapproved by the FTA. (Date of Fiscal Year)

___________________________________,hereby certifies that the manufacturer of the transit vehicle(Name of Firm)

to be supplied ___________________________________ has complied with the above- referenced (Name of Manufacturer)

requirements of Section 26.49 of 49 CFR Part 26. __________________________________________________ ____________________________

(Signature) (Date)

Title: ______________________________________________

Company: __________________________________________

Telephone No.:______________________________________

Fax No.:____________________________________________

INSTRUCTION TO BIDDERS/RESPONDERS: If applicable to your Contract, Exhibit 12, Transit Vehicle Manufacturer (TVM) Certification, should be executed and submitted with each bid, offer, or proposal, but must be submitted prior to award of Contract.


Rev 11.9.11 of 191

FINANCE AND ADMINISTRATIVE SERVICES DEPARTMENTPURCHASING DIVISION

* NEW FORM *This form is a recent addition to the standard DBE bid package.

Please review the instructions and provide the requested information.

115 S. Andrews Avenue, Room 212 • Fort Lauderdale, Florida 33301 • 954-357-6065 • FAX 954-357-8535

ATTACHMENT “D” BIDDER’S OPPORTUNITY LIST

Please complete and mail or fax to:Broward County Purchasing Division

115 S. Andrews AvenueFort Lauderdale, FL 33301-1801TELEPHONE: (954) 357-6065

FAX: (954) 357-8535

The purpose of this form is to obtain information to develop and maintain a list of all prime Vendors and subcontractors/subconsultants participating or attempting to participate in County sponsored DOT-assisted contracts. Broward County needs this information to maintain a bidders list as required by federal law. The information is not a matter of responsiveness and thus may be included either in your bid submittal package or after bid submission; however, the bidder must provide a completed copy of this form within five (5) business days after request by the Purchasing Agent..

Prime Vendor Information

1. Federal Tax ID Number: 7. Type of work bid on: 8. Annual Gross Receipts2. Firm Name: Less than $200,0003. Phone: $200,001 - $500,0004. Address: $500,001 – less than $1 million

(Please be specific in regard $1 million – less than $5 million to the type of work). $5 million – less than $10 million $10 million – less than $20 million

5. Year Firm Established: $20 million – less than $50 million6. DBE $50 million – less than $100 million

Non-DBE $100 million – less than $500 million$500 million – less than $1 billionOver $1 billion

9. Ethnic Categories B (Black American) H (Hispanic American) NA(Native American) Subcont. Asian American Asian Pacific American Non- Minority Women Other (i.e., not of any other group listed above)

Form: Bidder’s Opportunity ListFebruary 2009Rev: October 2010

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FINANCE AND ADMINISTRATIVE SERVICES DEPARTMENTPURCHASING DIVISION

* NEW FORM *This form is a recent addition to the standard DBE bid package.

Please review the instructions and provide the requested information.

115 S. Andrews Avenue, Room 212 • Fort Lauderdale, Florida 33301 • 954-357-6065 • FAX 954-357-8535

ATTACHMENT “D” BIDDER’S OPPORTUNITY LIST

Subcontractor/Subconsultant Information (Provide this information for any sub vendor(s) who provided the prime vendor with a bid or quote to perform

work on the project; or any sub vendor(s) solicited by the prime vendor to provide a bid or quote.)




Non-DBE $100 million – less than $500 million7. Subcontractor $500 million – less than $1 billion

Subconsultant Over $1 billion



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ATTACHMENT “D”BIDDER’S OPPORTUNITY LIST

Subcontractor/Subconsultant Information (continued)(Provide this information for any sub vendor(s) who provided the prime vendor with a bid or quote to perform

work on the project; or any sub vendor(s) solicited by the prime vendor to provide a bid or quote.)














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Subcontractor/Subconsultant Information (continued)(Provide this information for any sub vendor(s) who provided the prime vendor with a bid or quote to perform work

on the project; or any sub vendor(s) solicited by the prime vendor to provide a bid or quote.)














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Attachment “E”

[*PROPOSED CONTRACT FORM (10-31-11)*]

SYSTEM AND SERVICES AGREEMENT

Between

BROWARD COUNTY

and___________________

For

_______________________________________________

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Attachment “E”

SYSTEM AND SERVICES and LICENSE AGREEMENT

Between

BROWARD COUNTY

and

_________________________

For

__________________________________

This is an Agreement ("Agreement") made and entered into by and between BROWARD COUNTY, a political subdivision of the state of Florida, hereinafter referred to as "COUNTY,"

and

________________, an active ______________ corporation authorized and registered to do business in the state of Florida; hereinafter referred to as "CONTRACTOR" collectively referred to as the "Parties" or "parties."

WHEREAS, this Agreement contains the terms and conditions between the parties; and

WHEREAS, CONTRACTOR has represented that it has application Software called______________________, that when used with other third party products and/or products provided by CONTRACTOR, as identified in the Agreement, will provide COUNTY with a ________________________ ("System"), and the Third Party products and other deliverables which make up the System, as defined below, and CONTRACTOR represents that its personnel or those subcontracted by CONTRACTOR have the knowledge, proficiency and skills to provide (a) the Services, including any programming/configuration Services needed to modify the Licensed Software and/or establish interfaces between the Licensed Software and other COUNTY entities, data processing programs and Software applications as may be hereinafter described, (b) consulting and project management services, (c) data conversion (d) training, mentoring and Documentation and (e) maintenance of the

of 191Broward and Contractor 2011 - Agreement

Attachment “E”System, including, but without limitation, those parts of the System not procured from and/or owned by CONTRACTOR; however, those parts not procured from and/or owned by CONTRACTOR shall meet or exceed CONTRACTOR recommendations/specifications; and

WHEREAS, CONTRACTOR has had the opportunity to review COUNTY’s current systems, database, and/or completed its due diligence to ensure that it can complete the System contained in this Agreement; and

WHEREAS, the Parties understand that COUNTY may be directly acquiring from other vendors Hardware, Software, and items needed to configure, install and otherwise establish the proper data processing environment needed by CONTRACTOR in order for CONTRACTOR to furnish and provide the System in a web enabled, multi-user environment with interfaces with other COUNTY entities, data processing programs and software applications; and

WHEREAS, COUNTY is not acquiring the Goods, Services, Hardware, Software and other equipment and products and entering into a license for the CONTRACTOR Licensed Software as separate deliverables. Rather, CONTRACTOR acknowledges that COUNTY is purchasing these items and licensing the CONTRACTOR provided Licensed Software to operate as a whole with the items to be supplied by COUNTY so that together all items will provide COUNTY with the System in a multi-user environment, with the interfaces with other COUNTY entities, data processing programs and Software applications and that this is the essential purpose to be served by COUNTY's acquisition of the System, Services and licensing from CONTRACTOR; NOW, THEREFORE,

IN CONSIDERATION of the mutual terms, conditions, promises, covenants and payments which follow, COUNTY and CONTRACTOR agree to the following:

ARTICLE 1 DEFINITIONS AND IDENTIFICATIONS

1.1 Agreement means this document, Articles 1-19, inclusive, and any Work Authorizations, Statement of Work(s) and/or amendments thereto. Other terms and conditions are included in the Exhibits which are expressly incorporated by reference. This Agreement includes and incorporates the following Exhibits:

Exhibit A Statement of Work ("SOW") Exhibit B Work Authorization form Exhibit C Federal Funding Supplement and Supplemental Terms Exhibit D Certificate of Insurance Exhibit E Software License & Maintenance Agreement

Broward and CONTRACTOR 111 2011 - Agreement

Attachment “E”1.2 Board means the Board of County Commissioners of Broward County, Florida,

which is the governing body of the Broward County government created by the Broward County Charter.

1.3 Business Day means Monday through Friday.

1.4 Contract Administrator means the Director of____________________, or any individual acting in such capacity. The primary responsibilities of the Contract Administrator are to coordinate and communicate with CONTRACTOR and to manage and supervise execution and completion of the Statement of Work and the other terms and conditions of the Agreement. In the administration of the Agreement, as contrasted with matters of policy, all parties may rely on the instructions or determinations made by the Contract Administrator.

1.5 County Attorney means the chief legal counsel for COUNTY who directs and supervises the Office of the County Attorney pursuant to Section 2.10 of the Broward County Charter.

1.6 Defect(s) mean incorrect implementation or failure to conform to the Documentation or the Final Acceptance Criteria resulting in inadequacy, malfunction, or imperfection. In the event of a conflict between the Final Acceptance Criteria and the Documentation, the Final Acceptance Criteria shall prevail.

1.7 Deliverable(s) means all Software, Goods, Software Licenses and Documentation to be delivered by CONTRACTOR and all items of Services to be performed for, and provided to, COUNTY by CONTRACTOR under the Agreement.

1.8 Documentation means such documentation as delivered by CONTRACTOR to COUNTY and accepted by COUNTY at Final Acceptance of the System relating to the use, function and Support of the System, as may be amended from time to time. Such Documentation shall be provided in hardcopy and softcopy and shall include, but not be limited to, the Statement of Work, the Preliminary and Final Acceptance Criteria as set forth in the Agreement and the changes, modifications, alterations and configurations made by CONTRACTOR or its subcontractors to the Software hereunder to provide COUNTY the System. For purposes hereof, Documentation also includes the User and/or System Administrators’ Guides and other written or electronic material as made generally available by CONTRACTOR to its customers relating to the use, function and Support of the Software, as may be amended from time to time by CONTRACTOR, including any Derivative Works thereto. COUNTY may modify, add to, or customize the Documentation for its internal use. COUNTY may copy

Broward and Contractor 112 2011 - Agreement

Attachment “E”the Documentation as needed for its internal use at no additional fee to CONTRACTOR.

1.9 Enterprise License means a license to use the Software delivered by CONTRACTOR to COUNTY under this Agreement by an unlimited number of concurrent users and an unlimited number of servers.

1.10 Event means an incident whereby the System is either not working or its operation is inconsistent with the Documentation. Events are divided into categories. The categories are Priority 1, 2, 3, or 4 as further defined below.

PRIORITY 1 - CRITICAL BUSINESS IMPACT EVENT means the impact of the reported Defect is such that the COUNTY is unable to either use the System or reasonably continue work using the System.

PRIORITY 2 - SIGNIFICANT BUSINESS IMPACT EVENT means important features of the System are not working properly. While other areas of the System may not be impacted, the reported Defect has created a significant, negative impact on COUNTY's productivity and/or service level.

PRIORITY 3 - SOME BUSINESS IMPACT EVENT means important features of the System are not working properly. COUNTY impact is minimal loss of operational functionality.

PRIORITY 4 - MINIMAL BUSINESS IMPACT EVENT means the COUNTY submits an Event, information request, software enhancement or Documentation clarification which has no operational impact. The implementation or use of the System by the COUNTY is continuing and there is no negative impact on productivity.

1.11 Final Acceptance means the acceptance of the System by COUNTY as required by Section 22.148 of the Broward County Administrative Code which has a requirement for inspection and testing of all computer application software purchased or developed for COUNTY by third parties costing over Twenty Thousand Dollars ($20,000.00)

1.12 Good(s) means all tangible property to be provided by CONTRACTOR, if any, pursuant to this Agreement including, but not limited to, the items as set forth, described and designated "to be provided by CONTRACTOR."

1.13 Hardware means the physical components or equipment which make up a computer system including the programs that control the operations of the computer and support the Software.


Attachment “E”1.14 Licensed Software means __________________System Software and any

other Software delivered to COUNTY by CONTRACTOR under this Agreement, including each computer program or module, application and patent which makes up the Licensed Software and each copy, translation, update, or modification of all or any part of the Licensed Software in any medium, delivered to the COUNTY by, and capable of running on the Hardware configuration recommended by CONTRACTOR, together with any materials related thereto, such as, any human readable program listings, flow charts, logic diagrams, output forms, manuals, specifications, instructions, Documentation, and other materials, and any copies of the foregoing, in any medium, related to the Licensed Software and normally provided by CONTRACTOR to any other licensee of the Licensed Software and all released modifications, enhancements, upgrades or new versions acquired by COUNTY.

1.15 Maintenance means any activity intended to eliminate faults, to improve or to keep the System in satisfactory working condition, including tests, measurements, adjustments, and changes, modifications, enhancements or repairs, and updates as set out in Article 19, Maintenance Support Services.

1.16 Preliminary Review means _____________(__) business days’ time period, subsequent to COUNTY’s receipt of a Deliverable(s) for COUNTY to perform a review of the submitted Deliverable(s). Preliminary Review and/or Preliminary Acceptance shall have no bearing on COUNTY’s Final Acceptance determination.

1.17 Release(s) means those versions of the Licensed Software which add functionality to the Software, including any Updates and Upgrades provided under the License Agreement.

1.18 Services means the work, duties, and obligations to be carried out and performed by CONTRACTOR under the Agreement and pursuant to Exhibit "A," Statement of Work, attached hereto and made a part of this Agreement. Without limiting the foregoing, the Services to be performed by CONTRACTOR may fall into the following general categories: (i) consulting, (ii) installation of Software, (iii) Software programming or modification/configuration of the Licensed Software, (iv) project management, (v) programming agreed upon interfaces, (vi) conversion of COUNTY’s current data, (vii) training of COUNTY staff, and (viii) maintenance support.

1.19 Software means programs which (i) tell a computer what to do, and (ii) are required to perform the tasks specified in the Agreement, whether or not the programs are to be supplied by CONTRACTOR.


Attachment “E”1.20 Sublicense means a COUNTY license to COUNTY for Third Party Software that

CONTRACTOR provides to COUNTY as part of the System under its original license.

1.21 Support means the type of services, including but not limited to, those identified in Article 19, Maintenance Support Services.

1.22 System means CONTRACTOR’s _____________ System, as well as the Software, enhancements, Third Party Software, Goods, Services, Documentation, Licensed Software, custom Software, and other items, tangible and intangible, which together will (i) allow COUNTY's __________to have and maintain __________________and (ii) the Documentation required by the Agreement.

1.23 Third Party Users means those individuals or entities authorized by COUNTY to perform services on behalf of COUNTY and/or to access the System, or those individuals or entities otherwise authorized to use the System by COUNTY.

1.24 Third Party Software means non-CONTRACTOR software that is necessary for the System to perform its functions and is independently acquired by COUNTY or is sublicensed by CONTRACTOR to COUNTY under the Agreement.

1.25 Update(s) means periodic release(s) of the Licensed Software, Software, and Third Party Software that may contain fixes or incremental enhancements to the Licensed Software, Software, and Third Party Software and are included in Maintenance Support Services.

1.26 Upgrade(s) means periodic releases of the Licensed Software, Software, and Third Party Software that contain significant enhancements that may include changes of hardware platform, database platform, operating system or major change in capability and functionality and are usually identified by a new whole number revision number that is, Revision 4.0 compared to Revision 3.8).

ARTICLE 2

SYSTEM PEFORMANCE REQUIREMENT

The Parties understand that the Agreement is the result of COUNTY’s procurement process and negotiations. CONTRACTOR understands that COUNTY, after entering into this Agreement, has no need for CONTRACTOR’s Deliverables nor for the products or Services of third parties, both goods and intangible products, unless the System performs as represented and COUNTY accepts the System in accordance with the acceptance criteria described and set forth in the Agreement. CONTRACTOR acknowledges that COUNTY’s acquisitions made as a part of this Agreement are


Attachment “E”subject to the acceptance criteria described and set forth in the Agreement being met and such is an essential element and condition of this Agreement.

ARTICLE 3 BROWARD COUNTY'S ADMINISTRATIVE CODE REQUIREMENT

FOR INSPECTION, TESTING, AND ACCEPTANCE

Broward County Administrative Code, Section 22.148, relating to COUNTY’s Computer Software Policy, established a requirement for inspection of all computer application software systems purchased or developed for Broward County by others costing over Twenty Thousand Dollars ($20,000.00) prior to its acceptance by COUNTY. CONTRACTOR recognizes that all computer application Software purchased or licensed by Broward County from CONTRACTOR, and without limiting the foregoing, in particular, the System acquired under the Agreement, shall be inspected and tested by the COUNTY’s Enterprise Technology Services Division (“ETS”) prior to acceptance of the System. Also, all contracts for the purchase of computer application software costing more than Twenty Thousand Dollars ($20,000.00) shall include clauses providing (i) for inspection and testing by the Enterprise Technology Services Division of such computer application Software prior to formal acceptance of that software by Broward County, and (ii) that final payment shall not be made prior to formal acceptance of the System by COUNTY. The COUNTY's Enterprise Technology Services Division will coordinate its acceptance responsibilities with those of other COUNTY entities utilizing the standards for acceptance set forth and described in the Agreement. The Enterprise Technology Services Division’s failure to accept the System shall constitute non-acceptance by COUNTY. In the event of such non-acceptance CONTRACTOR shall repay to COUNTY any and all monies paid by COUNTY to CONTRACTOR pursuant to the Agreement within __________(__) business days after written notice of non-acceptance. The Parties also recognize and agree that COUNTY's obligations under the Agreement are specifically conditioned upon its accepting the System as set forth and described in the Agreement.

ARTICLE 4 SCOPE OF SERVICES

4.1 CONTRACTOR shall perform all work identified in this Agreement and Exhibit "A," Statement of Work, attached and made a part of this Agreement. The Parties agree that this Agreement and the Statement of Work describe CONTRACTOR’s obligations and are deemed to include preliminary considerations and prerequisites, labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by CONTRACTOR impractical, illogical, or unconscionable.

4.2 CONTRACTOR and COUNTY may enter into a License Agreement.


Attachment “E”4.3 For a period of three (3) years from the Final Acceptance of the System by

COUNTY, CONTRACTOR agrees to provide consulting and programming services as requested by COUNTY for customization and/or enhancements to the System. COUNTY shall pay CONTRACTOR for the services, object code related to any programming, and documentation related to the development work at the rate for the service categories as set forth and described in Exhibit "A," Statement of Work, attached and made a part of this Agreement. Where the programming to be provided by CONTRACTOR is for Custom Software, CONTRACTOR will also provide the source Code for such programming.

ARTICLE 5 COMPENSATION OF AND METHOD OF PAYMENT

5.1 COUNTY agrees to pay CONTRACTOR, in the manner specified in Article 5 herein, for Exhibit "A" Statement of Work, for Deliverable(s) and Services actually performed and completed for the System the total amount of _______Thousand __________ Hundred ________and 00/100 Dollars ($________) as follows:

5.1.1 The COUNTY’s Director of the Purchasing Division or any individual acting in such capacity is hereby granted authority to approve, award and execute all Work Authorizations, agreements, documents, or other instruments required to acquire a enhancements to the System under this Agreement.. The parties agree that the maximum amount payable by the COUNTY to the CONTRACTOR during the term of this Agreement, including any renewal or term, shall not exceed _________ Thousand Dollars ($____________).

5.1.2 The maximum not-to-exceed amount of __________Thousand _____ Hundred __________and 00/100 Dollars ($__________) is the cost for the attached Statement of Work Deliverable(s) and Services actually performed and completed pursuant to this Agreement. This amount includes ______ Thousand Dollars ($__________) set aside for minor optional services which may become necessary and which may not have been previously anticipated in the attached Statement of Work. Therefore, as stated in Article 5 above, the potential allowable spending funds remaining for this Agreement shall not exceed the amount of ____________Thousand ___________ Hundred __________ Dollars and 00/100 Dollars ($___________________). It is acknowledged and agreed to by CONTRACTOR that this amount is the maximum payable and constitutes a limitation upon COUNTY's obligation to compensate CONTRACTOR for Deliverables and Services related to this Agreement. This maximum amount, however, does not constitute a limitation, of any sort, upon CONTRACTOR's obligation to perform all items of work required by, or which can be reasonably inferred from this Agreement.


Attachment “E”

5.1.3 The amount set forth in this Agreement above includes any and all of CONTRACTOR's overhead, operating costs, outlays, profit, and other out-of-pocket costs, associated out-of-pocket costs including, but not limited to, photocopying, long distance telephone, special mailings and the like. CONTRACTOR shall also bear all of its own expenses arising from its performance of the obligations under this Agreement and the Statement of Work including (without limitation) expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies, and the like. The prices and costs stated for Deliverables include all taxes. It is understood that COUNTY is a tax exempt entity in the State of Florida and shall only be responsible for the payment of applicable taxes, if any, if and when it loses tax exempt status.

5.1.4 To the extent CONTRACTOR is entitled to reimbursement for travel expenses pursuant to this the attached Statement of Work, all such travel shall be as approved in advance in writing by the Contract Administrator. Reimbursables directly attributable to the services provided will be charged at actual cost, and shall be limited to the following:

a) Identifiable transportation expenses in connection with the services, subject to the limitations of Section 112.061, Florida Statutes, as amended from time to time. Transportation expenses to locations outside the Miami-Dade-Broward-Palm Beach County area or from locations outside the Miami-Dade-Broward-Palm Beach County area will not be reimbursed unless specifically pre-authorized in writing by the Contract Administrator. Transportation expenses to and from locations within the Miami-Dade/Broward/Palm Beach County area will not be reimbursed.

b) Identifiable per diem, meals and lodging, taxi fares and miscellaneous travel-connected expenses for CONTRACTOR’s personnel subject to the limitations of Section 112.061 Florida Statutes, as amended from time to time. Meals for class C travel inside Broward County will not be reimbursed. Meals and lodging expenses will not be reimbursed for temporarily relocating CONTRACTOR’s employees from one of CONTRACTOR's offices to another office if the employee is relocated for more than ten (10) consecutive COUNTY working days. Lodging will be reimbursed only for room rates equivalent to Holiday Inn, Howard Johnson, Ramada Inn, or Hampton Inn, subject to Section 112.061, Florida Statutes, as amended from time to time.


Attachment “E”c) A detailed statement of expenses shall accompany any request for

reimbursement. Expenses other than automobile travel must be documented by copies of paid receipts, checks, or other evidence of payment.

5.2 METHOD OF BILLING AND PAYMENT

5.2.1 Payment for the Licensed Software shall be $_________ for (limited or an unlimited) Enterprise License, and all Software Deliverables hereunder are included in such Enterprise License.

CONTRACTOR will perform the configuration and installation of the Licensed Software, CONTRACTOR will also furnish COUNTY with sufficient instructions, Documentation or other written materials as may be necessary to install the configured Licensed Software in an efficient and expeditious manner. CONTRACTOR will instruct COUNTY personnel in the installation process in the event COUNTY is required to reinstall the Licensed Software at a subsequent date.

5.2.2 CONTRACTOR may submit invoices for compensation no more often than on a monthly basis, but only after the Services/Deliverables for which the invoices are submitted have been completed. An original invoice is due within thirty (30) calendar days after completion of each Phase except the final invoice which must be received no later than sixty (60) calendar days after Final Acceptance. Invoices shall designate the nature of the Services performed and/or the expenses incurred. Invoices shall comply with the requirements of COUNTY’s Prompt Payment Ordinance set forth below.

5.2.3 COUNTY shall pay CONTRACTOR within thirty (30) calendar days of receipt of CONTRACTOR's proper statement, as required by the "Broward County Prompt Payment Ordinance" (Broward County Ordinance No. 89-49, as may be amended from time to time). To be deemed proper, all invoices must comply with the requirements set forth in this Agreement and must be submitted on the form and pursuant to instructions prescribed by Contract Administrator. Payment may be withheld for failure of CONTRACTOR to comply with a term, condition, or requirement of this Agreement.

5.2.4 Periodic payments shall be made for the Services set forth in the Statement of Work in Phases.

5.2.4.1 COUNTY shall pay CONTRACTOR ____________Percent (____%) of the total shown to be due on each invoice for each Phase as detailed above and in the Statement of Work and/or the


Attachment “E”Deliverables and Payment Schedule and the remaining _____________Percent (______%) retainage shall be remitted as provided for in Article 5 herein below and Article 12 below.

5.2.4.2 CONTRACTOR shall notify COUNTY in writing when CONTRACTOR contends that a Phase is completed and ready for Preliminary Review by COUNTY. Within twenty (20) County Work Days following receipt of CONTRACTOR’s written notice, COUNTY's Contract Administrator shall issue its written statement of Preliminary Acceptance or its written notice that the Work comprising the Phase Milestone(s) is not Preliminarily Accepted. Preliminary Review shall include, at a minimum, a scheduled meeting between COUNTY's Contract Administrator and CONTRACTOR to review all Deliverables to this point, discuss outstanding or known issues, and determine whether to proceed with the next Phase. COUNTY's Contract Administrator will not unreasonably withhold Preliminary Acceptance if CONTRACTOR has provided the required Deliverables to COUNTY in a timely manner and each Deliverable satisfies its associated acceptance criterion. CONTRACTOR shall not submit any invoice for payment until COUNTY has agreed to Preliminary Acceptance of the particular Phase Milestone(s). Preliminary Review and/or Preliminary Acceptance shall have no bearing on COUNTY’s ETS's Final Acceptance determination as set out in Article 2 and Article 12.

5.2.5 CONTRACTOR agrees that all Software that is part of the System shall be inspected and tested by COUNTY together with the Licensed Software and the System as a whole as set forth herein and final payment shall not be made until COUNTY has completed the "Final System Acceptance" as set forth in Exhibit "A," Article 2, and Article 12 below.

5.2.6 The Parties acknowledge that Exhibit "A" may not delineate every detail and minor work task required to be performed by CONTRACTOR to complete its Services and provide the Deliverables and the System. If, during the course of the performance of the Services, CONTRACTOR determines that work should be performed to complete the System which, in CONTRACTOR's opinion, is outside the level of effort originally anticipated in Exhibit "A", whether or not Exhibit "A" identifies the work items, CONTRACTOR shall notify the Contract Administrator in writing in a timely manner. If CONTRACTOR proceeds with said work without notifying the Contract Administrator, said work shall be deemed to be within the original level of effort of Exhibit "A," whether or not specifically addressed in Exhibit "A." The provision of prior written notice to the


Attachment “E”Contract Administrator by CONTRACTOR does not constitute authorization or approval by COUNTY to perform the work. Performance of work by CONTRACTOR outside the originally anticipated level of effort without prior written COUNTY's Contract Administrator approval is at CONTRACTOR's sole risk and at no cost to COUNTY.

5.2.7 COUNTY or CONTRACTOR may also request changes that would increase, decrease, or otherwise modify Exhibit "A." Such changes must be made in accordance with the provisions of the Broward County Procurement Code and must be contained in a written amendment executed by the Parties hereto prior to any deviation from the terms of this Agreement including the initiation of any additional services. COUNTY shall compensate CONTRACTOR for such additional services as provided in Article 5 herein above. Optimal Services as provided on the attached Statement of Work may be done through a Purchase Order.

5.2.8 In the event a dispute between the Contract Administrator and CONTRACTOR arises over whether requested services constitute additional work or services or is outside the level of effort originally anticipated in Exhibit "A" and such dispute cannot be resolved by the Contract Administrator and CONTRACTOR, such dispute shall be promptly presented to COUNTY's Chief Information Officer at ETS for resolution pursuant to the procedures set out in Article 13 of this Agreement. During the pendency of any dispute, if requested in writing by the Contract Administrator, CONTRACTOR shall promptly perform the disputed services.

5.2.9 COUNTY’s Purchasing Director or any individual acting in such capacity shall have the authority to approve, award and execute all documents or other instruments required to effectuate changes, modifications or additional service contemplated by Article 5 herein above, so long as the then cumulative financial obligation of COUNTY for such additional items does not exceed the Purchasing Director’s authority under the Procurement Code. Any change, modification or additional service that causes the cumulative financial obligation of COUNTY for such additional items to exceed the Purchasing Director’s authority under the Procurement Code shall be presented to the Board for its approval.

5.3 Any payment to CONTRACTOR shall be payable to "______________" at:

_________________________Attn: _______________________________________________________________________


Attachment “E”

COUNTY is already in receipt of CONTRACTOR's federal identification number; however, CONTRACTOR agrees to complete additional forms relating to same if requested by Contract Administrator.

ARTICLE 6 TERM OF AGREEMENT AND NOTICE TO PROCEED

6.1 Term of Agreement . The term of this Agreement shall begin on the date it is fully executed by both parties and shall expire _________ year(s) after COUNTY's ETS's written Final Acceptance. In the event this Agreement extends beyond a single fiscal year of COUNTY, the continuation of this Agreement beyond any such fiscal year shall be subject to the availability of COUNTY funds in accordance with Chapter 129, Florida Statutes, as amended from time to time. The COUNTY's represents that its fiscal year currently commences on October 1 of each year and ends on September 30 of each year. The term of the System services component of this Agreement shall not affect any perpetual Software license to COUNTY or any Maintenance term and such terms shall be independent of the System services term.

6.2 Notice to Proceed . "Notice to Proceed" means written notice issued by the Contract Administrator authorizing CONTRACTOR to proceed with providing the Goods and Services pursuant to this Agreement. Prior to beginning the performance of any Services, CONTRACTOR must first receive a written Notice to Proceed from the Contract Administrator. Prior to the execution of this Agreement, CONTRACTOR shall provide COUNTY with a properly completed Insurance Certificate, the completion of. and submittal of, which is considered a condition precedent to the COUNTY's execution of this Agreement.

6.3 Completion of System Timetable . CONTRACTOR shall complete the System, through Final Acceptance, within ________(____) months from the date of the issuance of the Notice to Proceed. If CONTRACTOR is unable to complete the System, including Final Acceptance, within ________(_____) months from date of the issuance of the Notice to Proceed, COUNTY shall have the option to terminate the Agreement by written notice from its Contract Administrator and CONTRACTOR shall then refund to COUNTY all funds paid by COUNTY. Alternatively, COUNTY is entitled to liquidated damages of ________ Dollars ($________) per day for each calendar day of CONTRACTOR's delay up to Final Acceptance, up to a maximum amount equal to the amount payable by COUNTY under this Agreement. The Contract Administrator shall have the option to extend in writing the completion time period prior to the commencement of liquidated damages for good cause shown. Any delays caused by COUNTY shall extend the time of completion in accordance with the extent of the COUNTY’s delay.


Attachment “E”

6.4 CONTRACTOR acknowledges that COUNTY, through its Contract Administrator, retains the sole discretion of whether to exercise the remedy of liquidated damages for the specific default conditions mentioned herein. The Parties further stipulate that the amount of liquidated damages provided for in this Agreement is not intended to be a penalty and is purely intended to reasonably compensate COUNTY for unknown and unascertainable damages. The Parties agree that if COUNTY allows CONTRACTOR to continue completion of the work to be provided pursuant to this Agreement, or any part of it, after the expiration of the time allowed in Article 6 herein above, including extensions of time granted to CONTRACTOR by COUNTY's Contract Administrator, that COUNTY’s action shall in no way act as a waiver on the part of COUNTY of the liquidated damages due under this Agreement.

ARTICLE 7 INDEMNIFICATION OF COUNTY

CONTRACTOR shall at all times hereafter indemnify, hold harmless and, at the County Attorney’s option, defend or pay for an attorney selected by the County Attorney to defend COUNTY, its officers, agents, servants, and employees from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by intentional or negligent act of, or omission of, CONTRACTOR, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Agreement including, without limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against COUNTY by reason of any such claim, cause of action or demand, CONTRACTOR shall, upon written notice from COUNTY, resist and defend such lawsuit or proceeding by counsel satisfactory to COUNTY or, at COUNTY’s option, pay for an attorney selected by County Attorney to defend COUNTY. The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the Contract Administrator and the County Attorney, any sums due CONTRACTOR under this Agreement may be retained by COUNTY until all of COUNTY's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by COUNTY.

ARTICLE 8 INSURANCE

[*NOTE: Subject to the certificate of insurance attached to the RLI*]


Attachment “E”8.1 In order to insure the indemnification obligation contained in Article 7 above and

the additional insured stated herein in addition to maintaining the required insurance requirements, CONTRACTOR shall, as a minimum, provide, pay for, and maintain in force at all times during the term of this Agreement (unless otherwise provided), the insurance coverages set forth in Article 8 herein, in accordance with the terms and conditions required by this Article. Each insurance policy shall clearly identify the foregoing indemnification and the additional insured(s) as insured(s).

8.2 Such policy or policies shall be without any deductible amount unless otherwise noted in this Agreement and shall be issued by approved companies authorized to do business in the State of Florida, and having agents upon whom service of process may be made in Broward County, Florida. CONTRACTOR shall pay all deductible amounts, if any. CONTRACTOR shall specifically protect COUNTY and the Broward County Board of County Commissioners by naming “Broward County and the Broward County Board of County Commissioners” as additional insureds under the Commercial Liability Policy as well as on any Excess Liability Policy coverage. The official title of the certificate holder is Broward County Board of County Commissioners. This official title shall be used in all insurance documentation.

8.3 Professional Liability Insurance. A Professional Liability Insurance Policy shall be provided which shall contain minimum limits of ________________________($_________) for each claim. Any deductible amount shall not exceed ________($__________) for each occurrence. CONTRACTOR shall notify COUNTY in writing within thirty (30) days of any claim filed or made against its Professional Liability Insurance Policy.

8.4 Commercial Liability Insurance. A Commercial Liability Insurance Policy shall be provided which shall contain minimum limits of _______________ Dollars ($_______) per occurrence combined single limit for bodily injury liability and property damage liability and shall contain minimum limits of __________ Dollars ($_______) per aggregate. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include:

Premises and/or operations.

Independent contractors.

Products and/or Completed Operations for contracts.


Attachment “E”Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification agreement.

Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability.

8.5 Business Automobile Liability. Business Automobile Liability shall be provided with minimum limits of ___________ Dollars ($_________) per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include:

Owned Vehicles, if applicable.

Hired and Non-Owned Vehicles, if applicable.

Employers' Non-Ownership, if applicable.

8.6 Workers' Compensation Insurance. Workers' Compensation insurance to apply for all employees in compliance with Chapter 440, Florida Statutes, as may be amended from time to time, the "Workers' Compensation Law" of the State of Florida, and all applicable federal laws. In addition, the policy(ies) must include:

Employers' Liability with a limit of _______________________ Dollars ($____________) each accident.

If any operations are to be undertaken on or about navigable waters, coverage must be included for the U.S. Longshoremen & Harbor Workers Act and Jones Act.

8.7 CONTRACTOR shall furnish to COUNTY’s Contract Administrator Certificate of Insurance or endorsements evidencing the insurance coverage specified by this Article within fifteen (15) calendar days after notification of award of the Agreement and attached hereto as Exhibit ____. The required Certificates of Insurance shall name the types of policies provided, refer specifically to this Agreement, and state that such insurance is as required by this Agreement. The Certificate of Insurance shall be in form similar to and contain the information set forth in Form 00708, to be provided by COUNTY’s Risk Management Division. CONTRACTOR’s failure to provide to COUNTY the Certificates of Insurance or endorsements evidencing the insurance coverage within fifteen (15) calendar days shall provide the basis for the termination of the Agreement.


Attachment “E”8.8 Coverage is not to cease and is to remain in force (subject to cancellation notice)

until all performance required of CONTRACTOR is completed. All policies must be endorsed to provide COUNTY with at least thirty (30) days’ notice of expiration, cancellation and/or restriction. If any of the insurance coverages will expire prior to the completion of the work, copies of renewal policies shall be furnished at least thirty (30) days prior to the date of their expiration.

8.9 COUNTY reserves the right (for its Risk Management Division) to review and revise any insurance requirements at the time of renewal or amendment of this Agreement, including, but not limited to, deductibles, limits, coverage, and endorsements based on insurance market conditions affecting the availability or affordability of coverage, or changes in the scope of work or specifications that affect the applicability of coverage. If CONTRACTOR uses a subcontractor, CONTRACTOR shall ensure that subcontractor names COUNTY as an additional insured in the name of "Broward County and the Broward County Board of County Commissioners."

ARTICLE 9 HIPPA COMPLIANCE

It is expressly understood by the parties that COUNTY's Contract Administrator personnel and/or their agents have access to protected health information (hereinafter known as "PHI") that is subject to the requirements of 45 CFR §160, 162 and 164 and related regulations, requiring compliance with the Health Insurance Portability and Accountability Act of 1996 (hereinafter known as "HIPAA"). At the time of execution of this Agreement both parties agree that CONTRACTOR will not have access to any such protected information.

ARTICLE 10TERMINATION

10.1 This Agreement may be terminated for cause by action of the COUNTY awarding authority (such as the Board or the Purchasing Director) or CONTRACTOR if the party in breach has not corrected the breach within ten (10) business days of written notice to do so identifying the breach from the aggrieved party. This Agreement may also be terminated for convenience by COUNTY through the award authority (such as the Board or the Purchasing Director) upon not less than thirty (30) calendar days' prior written notice by the Purchasing Director or the Contract Administrator. This Agreement may also be terminated by the County Administrator upon such notice as County Administrator deems appropriate under the circumstances in the event County Administrator determines that termination is necessary to protect the public health, safety or welfare. An erroneous termination for cause by COUNTY shall be considered a termination for convenience.


Attachment “E”

10.2 Notice of termination shall be provided in accordance with the "NOTICES" section of this Agreement, except that notice of termination by County Administrator which County Administrator deems necessary to protect the public health, safety, or welfare may be verbal notice which shall be promptly confirmed in writing by the Contract Administrator in accordance with the "NOTICES" section of this Agreement.

10.3 Notice of termination shall be provided in accordance with the “NOTICES" section of this Agreement except that notice of termination by the County Administrator, which the County Administrator deems necessary to protect the public health, safety, or welfare may be verbal notice that shall be promptly confirmed in writing by the Contract Administrator in accordance with the "NOTICES" section of this Agreement.

10.4 In the event this Agreement is terminated for convenience by the COUNTY, CONTRACTOR shall be paid for any services properly performed under the Agreement through the termination date specified in the written notice of termination. CONTRACTOR acknowledges and agrees that it has received good, valuable and sufficient consideration from COUNTY, the receipt and adequacy of which are, hereby acknowledged by CONTRACTOR, for COUNTY’s right to terminate this Agreement for convenience.

10.5 In the event this Agreement is terminated for any reason, any amounts due CONTRACTOR shall be withheld by COUNTY until all documents are provided to COUNTY pursuant to the “RIGHTS IN DOCUMENTS AND WORKS” section of Article 16.

ARTICLE 11CONFIDENTIAL INFORMATION

11.1 Subject to applicable Florida and federal laws, as amended from time to time, both Parties recognize that, during the performance of Services under this Agreement, a party may be involved in analyzing automated systems, computer software applications and programs. During the performance of such work and Services, a party may be required to review and/or use software programs and applications licensed to, or by, the other party or by third parties which may be subject to confidentiality agreements and disclosure restrictions. Also, a party may have access to the other party’s or third parties’ data, information, memoranda, documents, trade secrets and ideas which also may be subject to confidentiality agreements and disclosure restrictions, including requirements imposed by law, as amended from time to time.


Attachment “E”11.2 Subject to applicable Florida and federal laws, as amended from time to time,

both Parties hereby acknowledge that each party may be exposed to confidential and proprietary information of the other party and providers of software and confidential and proprietary information, business information, and information that may be exempted from disclosure or prevented from being disclosed by reason of law. "Confidential Information" must be expressly identified in writing by the party claiming such confidentiality (prior to allowing access by the other party if so required by applicable laws) and such party must provide the other party with a written statement of the nature of such claim. Confidential Information does not include the following:

11.2.1 information already known or independently developed by CONTRACTOR or COUNTY;

11.2.2 information in the public domain through no wrongful act of CONTRACTOR or COUNTY;

11.2.3 information received by CONTRACTOR or COUNTY from a third party who was free to disclose it, or

11.2.4 information required to be disclosed by law or an order of court.

11.3 Subject to applicable Florida and federal laws, as amended from time to time, with respect to the Confidential Information, both Parties hereby agree that during the term of this Agreement and at all times thereafter, neither shall use, commercialize or disclose such Confidential Information obtained from the other to any person or entity, except to such other parties as the party's representative (such as Contract Administrator for COUNTY) claiming confidentiality may approve in writing and under such conditions as such claiming party may impose in advance in writing unless otherwise required by law or court order.

11.4 Both Parties agree that the provisions in the "Confidential Information" section herein are subject to court orders, administrative orders, applicable Florida and federal laws, as amended from time to time. In addition to any protections afforded to CONTRACTOR by the federal copyright and patent laws, CONTRACTOR also represents to COUNTY for its reliance thereupon that its software and confidential proprietary software material documentation are also trade secrets under Florida laws, including Section 812.081, Florida Statutes (as amended). CONTRACTOR shall be solely responsible for ensuring that all copies of its confidential proprietary and trade secret materials are properly marked with appropriate written and/or electronic notice(s) identifying same as confidential, proprietary and/or trade secret as appropriate prior to providing any of them to the COUNTY


Attachment “E”ARTICLE 12

TESTING, ACCEPTANCE OR REJECTION OF THE SYSTEM

12.1 There shall be a testing period during which the System can be used by COUNTY. The purpose of the testing period is to permit COUNTY, including ETS as described in Article 2, to determine whether the System has been properly installed so that it:

12.1.1 Properly functions in accordance with the Acceptance Criteria and provides the capabilities described therein.

12.1.2 Properly functions together with the operating software, if any, and other items as described in the Documentation so as to provide the functions described in the Documentation;

12.1.3 Properly functions in accordance with the Documentation and provides the capabilities described therein, and

12.1.4 Properly functions as a part of the Hardware configurations as agreed upon by and between CONTRACTOR and COUNTY's ETS.

12.2 The period for testing the System will be for _______(__) business days which period shall commence on the first business days after CONTRACTOR informs COUNTY in writing that it has completed the Services required to be performed prior to testing and is ready for the testing to begin of the System. If COUNTY, in ETS's discretion, determines that the System is incomplete (rather than merely containing a Defect), testing will cease and CONTRACTOR shall complete the System and resubmit the System for Final Acceptance testing and the time periods herein shall be reset to that of a first submission for testing.

12.3 During the testing period, COUNTY may, at the option of the Contract Administrator, notify CONTRACTOR in writing of any error and/or Defect within a reasonable time after it is determined such exists so that CONTRACTOR, at its option, can commence making any needed changes, modifications, adjustments or repairs to the System or parts thereof. COUNTY's Contract Administrator shall notify CONTRACTOR in writing of its acceptance or rejection of the System, or any part thereof, within _________ business days after the end of the testing period. If COUNTY rejects the System, or any part thereof, its Contract Administrator shall specify the reasons therefore which reasons shall specify the Acceptance Criteria(s) that the System failed to meet. Upon receiving the written notice of rejection, CONTRACTOR shall have ________ business days after receipt of notice within which to either (a) modify, repair, adjust or replace the System or any portion thereof or (b) set forth in writing the reasons the System or portion thereof meet the Acceptance Criteria specified in COUNTY’s notice. Any


Attachment “E”dispute as to whether the System or portion thereof complies shall be impartially determined by COUNTY’s Chief Information Officer pursuant to Article 13 of this Agreement, whose decision shall be final. If CONTRACTOR modifies, repairs, adjusts or replaces the System or portion thereof, then COUNTY, including its ETS, shall have ____________(__) additional business days to retest the System to confirm its proper operation and shall notify CONTRACTOR in writing of any rejection in the same manner as specified above.

12.4 In the event that CONTRACTOR is unable to remedy the reason or reason(s) for COUNTY's rejection, or any part thereof, within a total of ___________(__) business days after receipt of COUNTY’s initial notification, COUNTY, including its ETS, shall elect either to accept the System as it then exists or reject the System and terminate the Agreement by written notice from the Contract Administrator. If COUNTY, including its ETS, elects to accept the System as it then exists (partial acceptance), CONTRACTOR shall continue to remedy the reason(s) for COUNTY’s partial acceptance and shall provide COUNTY with the complete System meeting the Acceptance Criteria set out in this Agreement, prior to any final payment being made by COUNTY after COUNTY's ETS' written Final Acceptance. If CONTRACTOR fails to remedy the reason(s) for COUNTY’s partial acceptance within__________(__) calendar days after CONTRACTOR’s receipt of COUNTY’s partial acceptance written notification, including testing by COUNTY, then COUNTY shall be entitled to deduct from any final payment, or be paid by CONTRACTOR, the value of the rejected portion of the System as mutually determined and approved in writing by the Contract Administrator and CONTRACTOR's President. In the event the Parties' representatives cannot mutually agree to such a value within _________ (___) calendar days after CONTRACTOR’s receipt of COUNTY’s partial acceptance notification, then all retainage held by COUNTY as set forth in Article 5 shall be retained by, or paid to, COUNTY as reimbursement for accepting a System that has failed to meet the Acceptance Criteria. If COUNTY elects to reject the System as a whole, CONTRACTOR shall refund to COUNTY any and all funds paid by COUNTY to CONTRACTOR under the Agreement within _______ (___) calendar days after the written notice of termination from Contract Administrator.

ARTICLE 13RESOLUTION OF DISPUTES

13.1 In order to provide a means of resolving disputes, reducing delays in performance and lessening the likelihood of litigation, it is agreed by the Parties hereto that all questions, claims, difficulties and disputes of whatever nature which may arise relative to the provisions of this Agreement will first be submitted in writing to COUNTY’s Contract Administrator and CONTRACTOR’s President who will meet and confer in good faith in an effort to resolve the matter. Such claims, questions, difficulties and disputes shall be submitted to the referenced


Attachment “E”individuals in writing as soon as practicable (but within _________(__) business days) after the issue arises. In the event the individuals are unable to satisfactorily resolve the issue, the matter shall be presented to COUNTY’s Chief Information Officer (CIO) as soon as practicable. Such CIO’s decision shall be in good faith and shall be final and binding on the Parties. Notwithstanding this section, the Parties shall retain all their legal rights and remedies provided in law or equity.

13.2 In the event the determination of a dispute under this Article is unacceptable to any of the Parties' stated representatives in Article 13 herein, the Party (through its stated representative in Article 18 herein) objecting to the determination must notify the other Party in writing within _______ (____) calendar days of receipt of the written determination. The notice must state the basis of the objection and must be accompanied by a statement that any contract price adjustment claimed is the entire adjustment to which the objecting Party has reason to believe it is entitled to as a result of the determination. Within ______ (___) calendar days after the date of such notice, the Parties may participate in mediation to address all objections to any mediator mutually agreed upon by CONTRACTOR's President and COUNTY's Contract Administrator. Should any objection not be resolved in mediation, the Parties retain all their legal rights and remedies provided under State of Florida law. The Party requesting mediation shall be responsible for all costs and fees associated with the mediation, but each party shall be responsible for its own attorney's fees and costs relating to the mediation.

13.3 During the pendency of any genuine dispute arising pursuant to this Agreement, and after a determination thereof, CONTRACTOR and COUNTY shall act in good faith to mitigate any potential damages or delays in the project referenced in this Agreement.

ARTICLE 14DATE STANDARDS

CONTRACTOR warrants that each item of Software that it delivers, develops, modifies, or recommends to COUNTY for use under this Agreement shall be able to accurately store and process date/time data in four (4) digit year fields (including, but not limited to, calculating, comparing, interfacing and sequencing) from, into, and between the nineteenth through the twenty-second centuries, and leap year calculations. The duration of this warranty and the remedies available to COUNTY for breach of this warranty shall be as defined in, and subject to, the terms and limitations of CONTRACTOR’s warranties contained in this Agreement; provided that notwithstanding any provision to the contrary in any such warranty provision(s), or in the absence of any such warranty provision(s), the remedies available to COUNTY under this warranty shall include repair or replacement, at no cost to COUNTY, of any of the


Attachment “E”products whose noncompliance is discovered and made known to CONTRACTOR in writing, within three (3) year(s) after written Final Acceptance of the System by COUNTY. Nothing in this warranty shall be construed to limit any rights or remedies COUNTY may otherwise have under this Agreement with respect to Defects.

ARTICLE 15WORK MADE FOR HIRE

"Custom Work Products" means all finished or unfinished documents, data, configuration files, templates, studies, maps, models, photographs, reports, other work products, or any portions or derivatives thereof, (including all information, ideas, results, data, improvements, developments, functional and technical designs, routines, subroutines, data diagrams and other work products) created by CONTRACTOR after the date of complete execution of this Agreement which are the result of, or derived from, any of the services provided by CONTRACTOR in furtherance of the work performed under the Statement of Work, or other services rendered to COUNTY hereunder. "Custom Work Products" also means application software or computer programs, documentation and technical information or any portions thereof, finished or unfinished, (including any project specific information, ideas, results, data, improvements, developments, functional and technical designs, routines, subroutines, modules, flowcharts, data diagrams, and documentation), created by CONTRACTOR after the date of complete execution of this Agreement which are the result of the Services provided by CONTRACTOR in furtherance of the Statement of Work performed for or services rendered, to COUNTY hereunder. For the purposes of this Agreement, COUNTY shall own all right, title and interest to all Custom Work Products which are clearly identified as Deliverables in the Agreement, including the Statement of Work and any subsequent Work Authorizations, amendments or procurement agreement documents relating to this Agreement. CONTRACTOR expressly acknowledges and agrees that the Custom Work Products shall be deemed to constitute "work made for hire" under the Federal copyright laws (17 U.S.C. Sec. 101) and, alternatively, CONTRACTOR hereby exclusively and irrevocably assigns all ownership or other rights CONTRACTOR might have in Custom Work Products to COUNTY. Without limiting the foregoing, CONTRACTOR shall: (a) assign and transmit all Custom Work Products only to COUNTY; (b) regard the Custom Work Products as COUNTY’s exclusive property; and (c) maintain the Custom Work Products as confidential and shall not disclose the same to any other person or entity without COUNTY's Contract Administrator's prior written consent. Without limiting the foregoing, it is understood and agreed that COUNTY's Board or Purchasing Director may assign, transfer or otherwise convey the Custom Work Products to others without restriction. Except for Custom Work Products specifically identified as such in the Statement of Work, the term "Custom Work Products" shall not include any copyrighted Software of CONTRACTOR or a third party nor any previously developed trade secret, previously developed copyrighted material, or other previously developed proprietary material of CONTRACTOR but shall not include any custom made modifications or changes to


Attachment “E”CONTRACTOR’s Licensed Software paid by COUNTY hereunder. Where applicable, CONTRACTOR will provide COUNTY with the source code and object code for Custom Work Products upon Final Acceptance of the System or within thirty (30) calendar days after receipt of a written request by the Contract Administrator, whichever date is earlier.

ARTICLE 16MISCELLANEOUS PROVISIONS

16.1 EEO COMPLIANCE AND DISADVANTAGED BUSINESS ENTERPRISE PROGRAM

16.1.1 EEO COMPLIANCE

(A) CONTRACTOR shall not unlawfully discriminate on the basis of race, color, national origin, sex, religion, age, marital status, political affiliation, familial status, disability, sexual orientation, pregnancy, or gender identity and expression in the performance of this Agreement, the solicitation for or purchase of goods or services relating to this Agreement, or in subcontracting work in the performance of this Agreement and shall not otherwise unlawfully discriminate in violation of the Broward County Code, Chapter 16½, as may be amended from time to time. CONTRACTOR shall include the foregoing or similar language in its contracts with any subcontractors or subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26, as amended. Failure to comply with the foregoing requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as COUNTY deems appropriate.

(B) CONTRACTOR shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. CONTRACTOR shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by COUNTY, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, CONTRACTOR shall take affirmative steps to ensure nondiscrimination in employment against disabled persons.


Attachment “E” (C) By execution of this Agreement, CONTRACTOR represents that it

has not been placed on the discriminatory vendor list (as provided in Section 287.134, Florida Statutes, as may be amended from time to time). COUNTY hereby materially relies on such representation in entering into this Agreement. An untrue representation of the foregoing shall entitle COUNTY to terminate this Agreement and recover from CONTRACTOR all monies paid by COUNTY pursuant to this Agreement, and may result in debarment from COUNTY’s competitive procurement activities.

16.1.2 DISADVANTAGED BUSINESS ENTERPRISE PROGRAM

(A) The Disadvantaged Business Enterprise (DBE) regulation (49 CFR Part 26) establishes requirements for setting an overall goal for DBE participation in federally-funded contracts. This rule requires recipients of Federal funds to use a methodology based on demonstrable data of relevant market conditions and is designed to reach a goal the recipient would expect DBEs to achieve in the absence of discrimination.

(B) Since this project is funded in part using United States Department of Transportation Federal Transit Administration federal funds, it is the policy of Broward County’s Office of Economic and Small Business Development to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, are afforded maximum opportunity to receive and participate as subcontractors and suppliers on all contracts awarded by COUNTY; therefore, good-faith efforts must be made to provide DBEs an opportunity to participate in the project in accordance with the DBE Program Plan.

(C) Failure by CONTRACTOR to carry out any of the DBE Program requirements shall constitute a material breach of this Agreement, which shall permit COUNTY, through its Board or County Administrator, to terminate this Agreement, or to exercise any other remedy available under this Agreement, under the Broward County Administrative Code, under the Broward County Code of Ordinances, or under applicable law, all of which remedies being cumulative. CONTRACTOR acknowledges that the Broward County Board of County Commissioners, acting by and through the Director of the Broward County Office of Equal Opportunity, may make minor administrative modifications to the DBE Program which shall become applicable to this Agreement if the administrative modifications are not unreasonable. Written notice of any such modification shall be provided to CONTRACTOR and shall include


Attachment “E”a deadline for CONTRACTOR to notify COUNTY in writing if CONTRACTOR concludes that the modification exceeds the authority of this section of this Agreement. Failure of CONTRACTOR to timely notify COUNTY in writing of its conclusion that the modification exceeds such authority shall be deemed acceptance of the modification by CONTRACTOR.

(D) COUNTY, acting by and through its Office of Economic and Small Business Development, shall have the right to review each proposed amendment, extension, modification, or change order to this Agreement that, by itself or aggregated with previous amendments, extensions, modifications, or change orders increases the initial Agreement price by ten percent (10%) or Fifty Thousand Dollars ($50,000.00) whichever is less, for opportunities to include or increase the participation of DBE firms already involved in this Agreement. CONTRACTOR shall make a good faith effort to include DBE firms in work resulting from any such amendment, extension, modification, or change order and shall report such efforts, along with evidence thereof, to the Office of Economic and Small Business Development.

(E) CONTRACTOR agrees that throughout the term of this Agreement, the services as provided by the firms listed on the "Letter of Intent" which is attached as Exhibit 1 of Exhibit "C" and "Schedule of Participation" which is attached as Exhibit 2 of Exhibit "C" shall remain at least at the percentage levels set forth therein.

This Agreement has the following DBE numerical goals:

Race Neutral

16.1.2.1 Broward County fully supports the federal government’s Disadvantaged Business Enterprises Program.

16.1.2.2 CONTRACTOR agrees that nonpayment of a subcontractor or supplier shall be a material breach of this Agreement and that COUNTY may, at its option, increase allowable retainage or withhold progress payments unless and until CONTRACTOR demonstrates timely payments of sums due to such subcontractors or suppliers. CONTRACTOR agrees that the presence of a "pay when paid" provision in a subcontract shall not preclude COUNTY’s inquiry into allegations of nonpayment. The foregoing remedies shall not


Attachment “E”be employed when CONTRACTOR demonstrates that failure to pay results from a bona fide dispute with its subcontractor or supplier.

16.1.2.3 CONTRACTOR understands that it is the responsibility of Contract Administrator and the Broward County Office of Economic and Small Business Development to monitor compliance with the DBE requirements. In that regard, if requested in each instance by COUNTY, CONTRACTOR agrees to furnish monthly reports regarding compliance with its DBE obligations to Contract Administrator with its partial pay requests under Article 5 of this Agreement, which report shall, as a minimum, include all expenditures made to achieve compliance with its assigned goal or other contractual conditions agreed to by CONTRACTOR, the name and business address of each DBE firm participating in this Agreement; a description of the work performed and/or product or service supplied by each DBE firm; the date and amount of each expenditure; and any other information requested by COUNTY’s representative which may assist COUNTY in determining CONTRACTOR’s compliance with its contractual obligations. The submission of the report required by this subsection shall be a condition of payment to CONTRACTOR. The monthly reports shall be submitted on a form which may be obtained at the Office of Economic and Small Business Development. The first report shall be due at the end of the first month of this Agreement.

16.1.2.4 CONTRACTOR agrees to submit a Final DBE Participation Report containing the total amount paid to its DBE subcontractors. This report must be submitted with CONTRACTOR’s request for final payment and release of retainage, if applicable.

16.1.2.5 CONTRACTOR shall certify to COUNTY the amounts paid to each DBE involved in the project as either a joint venture partner or pursuant to a subcontract with the disadvantaged businesses. All such certifications shall be signed by both CONTRACTOR and DBEs.

16.1.2.6 CONTRACTOR agrees that failure to provide appropriate certification as to the payment of DBEs and participants in the Agreement and provide certification in a


Attachment “E”form acceptable to COUNTY that disadvantaged business participation requirements of the Agreement have been met, notwithstanding any other provisions of this Agreement, shall be cause for COUNTY to withhold further payments under the Agreement until such time as such certification is received and accepted by COUNTY, and shall not entitle CONTRACTOR to terminate the Agreement, to cease work to be performed, or to be entitled to any damages or extensions of time, whatsoever, due to such withholding of payment or delay in work associated thereto.

16.1.2.7 CONTRACTOR agrees that it cannot terminate a DBE subcontractor for convenience and then perform the work with its own forces or its affiliate. If a situation arises that a DBE subcontractor needs to be replaced or removed from the team, CONTRACTOR must submit a written request to the Small Business Development Division with detailed explanation or justification for the submission of such request. If the request is due to a voluntary cessation of the DBE firm from the team, documentation supporting the voluntary cessation must accompany the request. Requests for substitution or termination of DBE subcontractors will only be approved on a case-by-case basis, provided that reasons cited are properly justified. When a DBE subcontractor is terminated, or fails to complete its work, CONTRACTOR must make good faith efforts to find another DBE subcontractor to substitute for the original DBE.

16.1.2.8 In the event of CONTRACTOR’s non-compliance with its participation commitment to a DBE firm (including without limitation the unexcused reduction of the DBE firm’s participation), the affected DBE firm shall have the right to the following remedies if the noncompliance is or was alleged to be due to no fault of the DBE firm, and alleged to be due to the willful action or omission of CONTRACTOR:

16.1.2.9 The affected DBE firm shall be entitled to damages pursuant to its agreement with CONTRACTOR.

16.1.2.10 If the DBE firm has the right to arbitrate and institutes arbitration proceedings claiming non-compliance with the Act by CONTRACTOR, then in such event the DBE firm may submit the dispute to arbitration; however,


Attachment “E”arbitration shall not be available as to any dispute between CONTRACTOR and COUNTY; nor shall COUNTY incur any cost, fee, or liability relative to any arbitration proceeding.

16.1.2.11 Nothing under this Subsection 16.1.2 shall be construed to limit the rights of and remedies available to COUNTY, including the right to seek its own damages pursuant to this Agreement.

16.1.3 CONTRACT COMPLIANCE MONITORING

16.1.3.1 Compliance monitoring is conducted to determine if CONTRACTOR and/or subcontractors are complying with the requirements of the DBE Program. Failure of CONTRACTOR to comply with this provision may result in COUNTY imposing penalties or sanctions pursuant to the provisions of the DBE regulation, 49 CFR Part 26.

16.1.3.2 Contract compliance will encompass monitoring for contract dollar achievement and DBE contractor utilization. The COUNTY’s Office of Economic and Small Business Development staff will have the authority to audit and monitor all contracts and contract-related documents related to Broward County projects. The requirements of the DBE Program are applicable to all CONTRACTOR's general contractors, and subcontractors.

16.1.3.3 CONTRACTOR shall be responsible for ensuring proper documentation with regard to its utilization and payment of DBE subcontractors.

16.1.4 CONTRACT ASSURANCE

Neither CONTRACTOR, nor any subcontractor, may discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. CONTRACTOR shall carry out all applicable requirements of 49 CFR Part 26 in the award and administration of this US Department of Transportation-assisted Agreement. Failure by CONTRACTOR to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or any other remedy allowed by law.


Attachment “E”16.2 PUBLIC ENTITY CRIMES ACT . CONTRACTOR represents that the execution

of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes, as amended), which essentially provides that a person or affiliate who is a contractor, consultant, or other provider and who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to COUNTY, may not submit a bid on a contract with COUNTY for the construction or repair of a public building or public work, may not submit bids on leases of real property to COUNTY, may not be awarded or perform work as a contractor, supplier, contractor, or consultant under a contract with COUNTY, and may not transact any business with COUNTY in excess of the threshold amount provided in Section 287.017, Florida Statutes (as amended) for category two (2) purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Agreement by written notice from COUNTY's Purchasing Director or Contract Administrator and recovery of all monies paid hereto, and may result in debarment from COUNTY’s competitive procurement activities.

In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes (as amended) as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money of funds involved or whether CONTRACTOR has been placed on the convicted vendor list.

16.3 DRUG-FREE WORKPLACE . It is a requirement of COUNTY that it enter into contracts only with firms that certify the establishment of a drug-free work place in accordance with Chapter 21.31(a) of the Broward County Procurement Code. Execution of this Agreement by CONTRACTOR shall also serve as CONTRACTOR’s required certification that it either has, or that it will, establish a drug-free work place in accordance with Chapter 21.31(a) of the Broward County Procurement Code.

16.4 INDEPENDENT CONTRACTOR . CONTRACTOR is an independent contractor under this Agreement. Services provided by CONTRACTOR pursuant to this Agreement shall be subject to the supervision of CONTRACTOR. In providing such Services, neither CONTRACTOR nor its agents shall act as officers, employees, or agents of the COUNTY. No partnership, joint venture, or other joint relationship is created hereby. COUNTY does not extend to CONTRACTOR or CONTRACTOR’s agents any authority of any kind to bind COUNTY in any respect whatsoever.

16.5 THIRD PARTY BENEFICIARIES . Neither CONTRACTOR nor COUNTY intends to directly or substantially benefit a third party by this Agreement. The Parties


Attachment “E”expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. Therefore, the Parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them based upon this Agreement.

16.6 NOTICES . Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or by hand-delivery with a request for a written receipt of acknowledgment of delivery, or by overnight commercial carrier, delivery receipt requested, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the Parties designate the following for notice:

COUNTY:

Director Attn: _______________, DirectorBroward County’s _________________ Division _________________________________________________, Florida _______

CONTRACTOR:

________________________Attn: ____________________________________________________________________________________________

COUNTY through its Contract Administrator or County Administrator and CONTRACTOR, through its_______________, may change the information provided herein using the notices procedures stated in the "NOTICES" section herein.

16.7 ASSIGNMENT AND PERFORMANCE . Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by CONTRACTOR except as expressly permitted herein or as authorized by the Board or the COUNTY's Purchasing Director in writing through Contract Administrator, and CONTRACTOR shall not subcontract any portion of the work required by this Agreement, except as authorized in advance in writing by the Contract Administrator unless already expressly stated herein. CONTRACTOR may


Attachment “E”subcontract any portion of the work required by this Agreement to a wholly owned subsidiary of CONTRACTOR.

CONTRACTOR represents that all persons delivering the Services required by this Agreement have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and Services set forth in the Statement of Work, and to provide and perform such Services to COUNTY's satisfaction for the agreed compensation.

CONTRACTOR shall render all Services under this Agreement in a professional manner. The standards to be applied in the performance of Services by CONTRACTOR shall be measured as that deemed reasonable for CONTRACTOR's employee category applicable to the service being performed and not that of a reasonable person. CONTRACTOR shall perform its duties, obligations, and work under this Agreement in a skillful and respectable manner. The quality of CONTRACTOR’s performance and all interim and final product(s) provided to, or on behalf of, COUNTY shall be comparable to the best local and national standards.

16.8 CONFLICTS . Neither CONTRACTOR nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with CONTRACTOR’s loyal and conscientious exercise of judgment related to its performance under this Agreement.

CONTRACTOR further agrees that none of its officers or employees shall, during the term of this Agreement, serve as an expert witness against COUNTY in any legal or administrative proceeding in which he, she, or CONTRACTOR is not a party, unless compelled by court process. Further, CONTRACTOR agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of COUNTY in connection with any such pending or threatened legal or administrative proceeding unless compelled by court process. The limitations of this section shall not preclude CONTRACTOR or any persons in any way from representing themselves, including giving expert testimony in support thereof, in any action or in any administrative or legal proceeding.

In the event CONTRACTOR is permitted pursuant to this Agreement to utilize contractor to perform any services required by this Agreement, CONTRACTOR agrees to require such contractor, by written contract, to comply with the provisions of this section to the same extent as CONTRACTOR.


Attachment “E”16.9 WAIVER OF BREACH AND MATERIALITY . Failure by COUNTY to enforce any

provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. COUNTY and CONTRACTOR agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof.

16.10 COMPLIANCE WITH LAWS . CONTRACTOR shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations, as amended from time to time, in performing its duties, responsibilities, and obligations related to this Agreement.

16.11 SEVERANCE . In the event this Agreement or a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY's Contract Administrator or Purchasing Director (in consultation with the County Attorney’s Office) and CONTRACTOR's President elects to terminate this Agreement with written notice to the other party. The election to terminate this Agreement based upon this provision shall be made within seven (7) calendar days after the finding by the court becomes final.

16.12 JOINT PREPARATION. The Parties acknowledge that they have sought and received whatever competent advice and counsel necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other Party.

16.13 ENTIRE AGREEMENT . This Agreement contains the entire agreement between CONTRACTOR and COUNTY regarding the Services and Deliverables herein. Any modifications to this Agreement shall not be binding unless in writing and signed by both CONTRACTOR and COUNTY (including through the COUNTY's Purchasing Director, if authorized). This Agreement shall not impact the terms and conditions of any prior agreement between COUNTY and CONTRACTOR.

16.14 PRIORITY OF PROVISIONS . If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of Articles 1 through 19 of this Agreement, the term, statement, requirement, or


Attachment “E”provision contained in Articles 1 through 19 shall prevail and be given effect. The order of priority shall be as follows:

1. This Agreement, including Articles 1 through 19;2. Exhibits to this Agreement.

16.15 APPLICABLE LAW, VENUE AND WAIVER OF JURY TRIAL . This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. All parties agree and accept that jurisdiction of any controversies or legal problems arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder, shall be exclusively in the state courts of the Seventeenth Judicial Circuit in Broward County, Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. BY ENTERING INTO THIS AGREEMENT, CONTRACTOR AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT.

16.16 AMENDMENTS . No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the COUNTY's award authority (such as its Purchasing Director) and CONTRACTOR.

16.17 AUDIT RIGHT AND RETENTION OF RECORDS . COUNTY shall have the right to audit the books, records, and accounts of CONTRACTOR and its subcontractors that are related to this Agreement. CONTRACTOR and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Agreement. All books, records, and accounts of CONTRACTOR and its subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so. CONTRACTOR or its subcontractor, as applicable, shall make same available at no cost to COUNTY in written form.

CONTRACTOR and its subcontractors shall preserve and make available, at reasonable times for examination and audit by COUNTY, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act (Chapter 119, Florida Statutes), if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer,


Attachment “E”the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by COUNTY to be applicable to CONTRACTOR's and its subcontractors' records, CONTRACTOR and its subcontractors shall comply with all requirements thereof; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by CONTRACTOR or its subcontractors. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for COUNTY's disallowance and recovery of any payment upon such entry.

CONTRACTOR shall, by written contract, require its subcontractors, if any, to agree to the requirements and obligations of this Section.

16.18 WARRANTY AS TO INTELLECTUAL PROPERTY INFRINGEMENT . CONTRACTOR represents and warrants that, at the time of entering into this Agreement, no claims have been asserted or action or proceeding brought against CONTRACTOR which alleges that all or any part of the Software to be supplied by CONTRACTOR or the operation or use thereof by COUNTY, infringes or misappropriates any patent, copyright, mask copyright or any trade secret or other intellectual or proprietary right of a third party, nor is CONTRACTOR aware of any such potential claim. CONTRACTOR also represents and warrants that its Services and Deliverables to be provided pursuant to this Agreement will not infringe or misappropriate any patent, copyright, mask copyright or any trade secret or other intellectual or proprietary right of a third party.

16.19 COUNTERPARTS . This Agreement may be fully executed in up to five (5) copies by all parties, each of which, bearing original signatures, shall have the force and effect of an original document.

16.20 MOST FAVORED NATION PRICING AND EXCLUSIVE ARRANGEMENT . The Parties agree that the term "Most Favored Nation" shall mean that the Deliverables are offered to COUNTY by CONTRACTOR on terms and conditions, including price, that are at least as favorable as those offered to other entities that are comparable in size and scope to COUNTY. CONTRACTOR commits that the pricing provided to COUNTY shall be at least as low as for comparable volume levels and similar Deliverables and services as that provided to any other CONTRACTOR customer. CONTRACTOR agrees and covenants that it shall not enter into, or offer to enter into, an agreement with any other entity to provide Deliverables and services comparable to the Deliverables and services in this Agreement on pricing terms which are more favorable to such other entity than those set forth in this Agreement.


Attachment “E”16.21 TIME OF THE ESSENCE . Time is of the essence throughout this Agreement,

including the attached Statement of Work or any subsequent Work Authorization(s).

16.22 OFFSHORE LIMITATION . CONTRACTOR shall not source any development and/or support for this Agreement or transfer any COUNTY data outside the territorial limits of the United States of America, without the prior written approval of the Contract Administrator.

16.23 REMOTE ACCESS . The Parties envision that Services and Support to COUNTY's development and/or test environment may be provided by remote electronic means (remote access). The manner, including any security restrictions, method, equipment, software and other considerations for remote access (high speed on COUNTY's end) shall be provided on a request by request basis subject to COUNTY’s internal security requirements. COUNTY, at its own expense, shall provide the equipment and software at its location to permit remote access by CONTRACTOR. CONTRACTOR, at its own expense, shall provide the equipment and software at its location to permit remote access by CONTRACTOR to COUNTY. Physical access for CONTRACTOR personnel to the System as necessary during Services and Support to allow CONTRACTOR to perform Services and Support shall be provided by COUNTY. In addition, COUNTY shall provide, within COUNTY’s premises, adequate space for Services and Support to be performed on-site. CONTRACTOR will assume its respective telephone access costs incurred to perform Services and Support on the System by remote access. CONTRACTOR represents and warrants that while performing Services and Support by remote access it will use all commercially available methods not to transmit any type of undocumented software routines or other elements which are designed to, or capable of, permitting, allowing, or causing: (a) unauthorized access to or intrusion upon; (b) disabling of; (c) erasure of; or (d) interference with any hardware, software, data or peripheral equipment whether directly or by transference.

In the event of a breach of this representation and warranty, CONTRACTOR shall be responsible for, and pay the COUNTY for, any and all actual harm, injury, damages, costs and expenses incurred by COUNTY by reason of the breach within thirty (30) calendar days after Contract Administrator's written demand for same

16.24 KEY PERSONNEL . The Key Personnel are the CONTRACTOR personnel designated by CONTRACTOR, and approved in writing by COUNTY's Contract Administrator, who will be responsible for CONTRACTOR’s day-to-day project operations as described in the Statement of Work. The initial Key Personnel and any changes or substitutions in the Key Personnel must be made known to COUNTY, and COUNTY must grant prior written approval before any such initial


Attachment “E”personnel or change or substitution can become effective. COUNTY agrees not to unreasonably withhold any such approval; however, such decision is subject to its Contract Administrator's sole discretion.

CONTRACTOR will provide the Key Personnel as long as said staff are in CONTRACTOR’s employment. In the event of injury, illness, or death of CONTRACTOR’s Key Personnel, or if such Key Personnel leave CONTRACTOR’s employ, CONTRACTOR shall replace such individual with an individual reasonably acceptable to COUNTY within ten (10) business days after such injury or illness, where such individual is not available to perform the Services or work contemplated by this Agreement, or from the date of departure from employment or of death. CONTRACTOR will obtain prior written approval of the Contract Administrator to replace Key Personnel. At the time of CONTRACTOR's request, it shall provide the Contract Administrator with such information as necessary to determine the suitability of proposed new Key Personnel. The Contract Administrator will act reasonably in evaluating Key Personnel qualifications.

In the event COUNTY's Contract Administrator determines in good faith that the continued assignment of any such Key Personnel is not in the best interests of COUNTY, then COUNTY's Contract Administrator shall give CONTRACTOR written notice to that effect requesting that the employee be replaced. Promptly after its receipt of such a request, CONTRACTOR shall investigate the matters stated in the request and discuss its findings with COUNTY's Contract Administrator. If COUNTY's Contract Administrator still in good faith requests replacement of the Key Personnel, CONTRACTOR shall replace the employee with a person of suitable ability and qualification, which replacement shall be subject to the prior written approval of COUNTY's Contract Administrator (such approval not to be unreasonably withheld). Nothing in this provision shall be deemed to give COUNTY the right to require CONTRACTOR to terminate any CONTRACTOR employee's employment; it is intended to give COUNTY only the right for its Contract Administrator to request that CONTRACTOR discontinue using a specific employee on the COUNTY's work, services, or Project.

CONTRACTOR will use its reasonable best efforts to avoid replacing or reassigning any Key Personnel under this Agreement, except in accordance with a COUNTY request pursuant to the above paragraph. If, notwithstanding this commitment, it becomes necessary for CONTRACTOR to replace any Key Personnel under this Agreement, CONTRACTOR will give COUNTY as much advance written notice of the replacement as is feasible and will provide COUNTY with reasonable written details concerning the proposed replacement. COUNTY's Contract Administrator shall have the right to approve the replacement, which approval shall not be unreasonably withheld. At a minimum, CONTRACTOR agrees to provide COUNTY with at least thirty (30) calendar


Attachment “E”days' advance written notice of changes to CONTRACTOR’s project team participants. CONTRACTOR agrees to provide COUNTY with resumes of proposed new project team participants, and COUNTY, through its Contract Administrator and/or ETS, may choose to interview proposed new project team members.

16.25 REFERENCES TO COUNTY OR CONTRACTOR . CONTRACTOR agrees that during the term of this Agreement or thereafter, CONTRACTOR may not reference COUNTY in CONTRACTOR’s website, and/or press releases, and, may not place COUNTY’s name and logo on CONTRACTOR’s Web site or in collateral marketing materials relating to CONTRACTOR’s products and services without prior review and written approval by COUNTY's Contract Administrator. Further, CONTRACTOR agrees that it may not use COUNTY’s name, logo or any trademarks in any press releases, customer "case studies," and the like) without COUNTY’s Contract Administrator prior written consent.

Termination or expiration of this Agreement shall not affect CONTRACTOR’s obligation as stated in this Section. Additionally, upon termination or expiration of the Maintenance portion which may be under separate written agreement between the parties, CONTRACTOR agrees it will discontinue any previously authorized use of COUNTY’s name and/or logo on any Web site, press release, or promotional literature.

CONTRACTOR’s Licensed Software or Deliverables shall not contain any references to CONTRACTOR on any screenshots, user screens, or other output, except that CONTRACTOR may include applicable copyright notices or similar documentation required for protection of CONTRACTOR’s intellectual property prior to delivering same to COUNTY or prior to allowing access by COUNTY.

16.26 TAXES . CONTRACTOR acknowledges that COUNTY is a tax exempt entity in the State of Florida and COUNTY agrees to provide CONTRACTOR with written proof of such status, if requested.

16.27 EFFECTIVE DATE . This Agreement is effective upon the date signed by COUNTY, subject to prior execution thereof by CONTRACTOR.

16.28 FORCE MAJEURE . Neither party shall be responsible to the other for non-performance, default or delay in performance of the terms and conditions herein due to, but not limited to, acts of God, act of government, wars, riots, strikes, fire, theft, accidents in transportation, material shortages or other causes beyond the control of CONTRACTOR (as determined and approved in writing by Contract Administrator) or COUNTY (as determined and approved in writing by CONTRACTOR's President). Either party desiring to rely upon such a cause shall, when the cause arises, give prompt oral notice thereof to the other party


Attachment “E”and, when the cause ceases to exist, shall give prompt written notice thereof to the other party. Such notice for COUNTY shall be given by its Contract Administrator.

16.29 RIGHTS IN DOCUMENTS AND WORKS. Any and all reports, surveys, and other data and data compilations provided or created in connection with this Agreement are and shall remain the property of COUNTY, to the extent permitted by law. In the event of expiration or earlier termination of this Agreement, any reports, photographs, surveys, and other data and data compilations, and other documents prepared by CONTRACTOR in connection with this Agreement, whether finished or unfinished, shall become the property of COUNTY and shall be delivered by CONTRACTOR to the Contract Administrator within seven (7) calendar days of expiration or earlier termination of this Agreement by either party. Any compensation due to CONTRACTOR shall be withheld until all documents and/or data are received as provided herein. CONTRACTOR shall not compile, collect, store or distribute any data obtained pursuant to this Agreement unless expressly authorized herein. COUNTY has the absolute and unrestricted right to convert its data from the format used by the System to any other format.

16.30 SOVEREIGN IMMUNITY RIGHTS . COUNTY is a political subdivision of the State of Florida as defined in Section 768.28 of the Florida Statutes, as amended, and nothing herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity may be applicable.

16.31 Scrutinized Companies In the event that the total goods and services purchased under the Agreement is $1 million or more, then, this Agreement may also be terminated for cause immediately in writing by COUNTY’s Purchasing Director or action of its Board, through written notice from Purchasing Director, if CONTRACTOR is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes, as amended, or if CONTRACTOR provides a false certification submitted pursuant to Section 287.135, Florida Statutes, as amended

ARTICLE 17FUNDING

17.1 CONTRACTOR acknowledges that portions of this Agreement are funded with grant funds from the Federal Transit Administration. CONTRACTOR agrees to comply with the provisions set forth in the both the Federal Funding Supplement attached hereto as Exhibit "C" and incorporated herein by reference.


Attachment “E”17.2 If, in any budget year, funding, for any reason, is not provided for the Services

and Deliverables including, but not limited to, Maintenance services, or other monetary or funding obligations herein, then such obligation may be terminated by COUNTY in writing through its Purchasing Director without penalty or further payment to CONTRACTOR.

ARTICLE 18GOODS TO BE SUPPLIED BY CONTRACTOR

18.1 CONTRACTOR will sell and COUNTY will purchase from CONTRACTOR the following Goods: None

For purposes of this Agreement, and unless otherwise stated herein, the term "Goods" includes any associated firmware and operating software licensed as an integral part of the Goods. CONTRACTOR (or the applicable third party owner, as the case may be) retains all right, title and interest in all firmware and associated software, whether operating or application software, delivered under this Agreement subject only to the following license rights. Any firmware delivered as a component of Goods shall be deemed licensed to COUNTY on a nonexclusive basis strictly for use as an integral part of the Goods. Any associated software delivered with the Goods shall be deemed licensed to COUNTY according to the terms and conditions of the software license agreement included with the Documentation or, if not so included, then COUNTY shall be deemed granted a nonexclusive license in object code form to install, store, load, execute and display (collectively, "Use") the software as part of using the Goods for the purposes contemplated herein. All Goods will be new and unused except normal manufacturers’ testing for product control and verification of quality. COUNTY shall have the right to sell the Goods and, in such event, it is understood and agreed that COUNTY may transfer the licenses to all Software, including any elements of the Licensed Software, that are an integral part of the Goods to the purchaser(s) of the Goods, but only if the purchaser agrees to accept and be bound by the terms and conditions of the licenses being assigned with the Goods.

18.2 CONTRACTOR represents and warrants that it will convey to COUNTY good and marketable title to the Goods free and clear of all liens and encumbrances or a proper license to use the Software. Risk of Loss shall pass to COUNTY when the items are duly tendered to a COUNTY Representative at a facility designated by COUNTY, so as to allow COUNTY to inspect the items and accept delivery of same. Title to the Goods shall pass to COUNTY when the items are duly tendered to a COUNTY Representative at a facility designated by COUNTY's Contract Administrator in advance in writing, so as to allow COUNTY


Attachment “E”to inspect the items and accept delivery of same. CONTRACTOR will install those elements of the Licensed Software to be furnished by CONTRACTOR described in the Statement of Work, so that such Software will function with the Goods as set forth and described in the Statement of Work. CONTRACTOR or the owner of the software associated with the Goods retains title to such software. Subject to applicable federal and Florida laws, as amended from time to time, all patent, copyright, trade secret, trademark, and other intellectual property rights remain solely with CONTRACTOR or the owner of the software.

.

ARTICLE 19MAINTENANCE SUPPORT SERVICES

CONTRACTOR shall provide maintenance support services in accordance with the parties’ Support Agreement attached hereto as Exhibit ________.

(The remainder of this page is intentionally left blank.)


Attachment “E”

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement: BROWARD COUNTY, Between Broward County, through its BOARD OF COMMISSIONERS, signing by and through its Mayor or Vice Mayor, authorized to execute same by Board action on the _____ day of _________________, 2011, and CONTRACTOR, ______________________________, signing by and through its _________________________, duly authorized to execute same.

COUNTY

ATTEST: BROWARD COUNTY, by and through its Board of County Commissioners

Broward County Administrator, asEx-officio Clerk of the Broward County ______________________________Board of County Commissioners Mayor

______________________________County Administrator

____ day of ________________, 20____

Approved as to form byOffice of the County AttorneyBroward County, FloridaJONI ARMSTRONG COFFEY,

County AttorneyBroward County Governmental Center

Approved as to Insurance Suite 423Requirements by County's 115 South Andrews AvenueRisk Management Division Fort Lauderdale, FL 33301

Telephone: (954) 357-7600_________________________ Telecopier: (954) 357-7641Authorized Signature (Date)

By ____________________________ Andrea S. Froome (Date) Senior Assistant County Attorney

ASF:wdpSystem-Services-Transit-form-[05-26-11]05/26/11#___________


Attachment “E”SYSTEM AND SERVICES AGREEMENT BETWEEN BROWARD COUNTY AND___________________ FOR __________________________

CONTRACTOR

WITNESSES: ____________________________

By________________________________________________________ Authorized SignatureSignature

Name: _______________________Title: ______________________

____ day of ______________, 20_______________________________Print Name ATTEST: ____________________________ _______________________________Signature Corporate Secretary or Authorized

Signature

____________________________Print Name (SEAL)


[NOTATIONS AS TO EXHIBITS' PAGES]

EXHIBIT ASTATEMENT OF WORK

(TO BE ATTACHED TO NEGOTIATED AGREEMENT.)

EXHIBIT B WORK AUTHORIZATION FORM

(TO BE ATTACHED TO NEGOTIATED AGREEMENT.)

EXHIBIT C

(FEDERAL FORMS TO BE ATTACHED TO NEGOTIATED CONTRACT AND OTHER FORMS SUCH AS: "Letter of Intent" to be attached as Exhibit 1 of Exhibit "C" and "Schedule of Participation" to be attached as Exhibit 2 of Exhibit "C".)

EXHIBIT D

(CERTIFICATE OF INSURANCE TO BE ATTACHED TO NEGOTIATED AGREEMENT.)

Software-License 153- 2011-Form

EXHIBIT E

SOFTWARE LICENSE and MAINTENANCE AGREEMENT

between

BROWARD COUNTY

and

________________________________________

This is a Software License Agreement, made and entered into by and between BROWARD COUNTY, a political subdivision of the state of Florida, hereinafter referred to as "COUNTY,"

AND

_________________________________, a __________________ corporation, authorized to do business in the state of Florida hereinafter called "CONTRACTOR,"

WHEREAS, this Software License Agreement ("License Agreement") and the concurrent System and Services Agreement (the "Service Agreement")(collectively the "Agreements") are the result of COUNTY’s Request for _____________ (R___) process designated as ___________________, R___ No. ____________________; and

WHEREAS, CONTRACTOR has represented that it has application Software called ______________________, that when used with other Third Party products and/or products provided by CONTRACTOR, as identified in this Agreements, will provide COUNTY with ____________________________________________ System, and with Third Party products and other deliverables which make up the System, as defined below, and CONTRACTOR represents that its personnel or those subcontracted by CONTRACTOR have the knowledge, proficiency and skills to provide (a) the Services, including any programming/configuration Services needed to modify the Licensed Software and/or establish interfaces between the Licensed Software and other COUNTY entities, data processing programs and Software applications as may be hereinafter described, (b) consulting and project management services, (c) data conversion (d) training, mentoring and Documentation, and (e) maintenance of the System, including, but without limitation, those parts of the System not procured from and/or owned by CONTRACTOR; however, those parts not procured from and/or owned by CONTRACTOR shall meet or exceed CONTRACTOR recommendations/ specifications; and


WHEREAS, the Parties understand that COUNTY may be directly acquiring from other vendors Hardware, Software, and items needed to configure, install and otherwise establish the proper data processing environment needed by CONTRACTOR in order for CONTRACTOR to furnish and provide the System in a web enabled, multi-user environment with interfaces with other COUNTY entities, data processing programs and software applications; and

WHEREAS, COUNTY is not acquiring the Goods, Services, Hardware, Software and other equipment and products and entering into a license for the CONTRACTOR Licensed Software as separate deliverables. Rather, CONTRACTOR acknowledges that COUNTY is purchasing these items to operate as a whole with the items to be supplied by COUNTY so that together all deliverables will provide COUNTY with the System in a multi-user environment, with the interfaces with other COUNTY entities, data processing programs and Software applications and that this is the essential purpose to be served by COUNTY's acquisition of the System, Services and licensing from CONTRACTOR; and,

WHEREAS, Section 22.148 of the Broward County Administrative Code, relating to COUNTY’s Computer Software Policy, established a requirement for inspection of all computer application software systems purchased or developed for Broward County by others costing over Twenty Thousand Dollars ($20,000.00) prior to its acceptance by COUNTY. CONTRACTOR recognizes that all computer application software purchased or licensed by Broward County from CONTRACTOR, and without limiting the foregoing, in particular, the System acquired under the Agreements, shall be inspected and tested by the COUNTY’s Enterprise Technology Services prior to acceptance of the System. Also, all contracts for the purchase of computer application software costing more than Twenty Thousand Dollars ($20,000.00) shall include clauses providing (i) for inspection and testing by Enterprise Technology Services of such computer application software prior to formal acceptance of that software by Broward County, and (ii) that final payment shall not be made prior to formal acceptance of the System by COUNTY. The Enterprise Technology Services will coordinate its acceptance responsibilities with those of other COUNTY entities utilizing the standards for acceptance set forth and described in the Agreements. The Enterprise Technology Service’s failure to accept the System shall constitute non-acceptance by COUNTY. In the event of such non-acceptance and only after full repayment by CONTRACTOR of any and all monies paid by COUNTY to CONTRACTOR pursuant to the Agreements, subject to third party claims against CONTRACTOR, shall COUNTY return the Licensed Software, as hereinafter defined, Documentation and other material received from CONTRACTOR and promptly remove the Licensed Software from any and all hardware upon which the Licensed Software may reside. The Parties also recognize and agree that COUNTY's obligations under the Agreements are specifically conditioned upon its accepting the System as set forth and described in the Service Agreement.


NOW, THEREFORE,

IN CONSIDERATION of the mutual terms, conditions, promises, covenants and payments which follow, COUNTY and CONTRACTOR agree to the following:

ARTICLE 1DEFINITIONS AND IDENTIFICATIONS

1.1 Board means the Board of County Commissioners of Broward County, Florida, which is the governing body of the Broward County government created by the Broward County Charter.

1.2 _________________System means CONTRACTOR’s fully integrated, web based suite of Software with on and off-site, wired and wireless, intranet or Internet access capability, as updated and upgraded pursuant to the Agreements, that ____________________________, as more fully described in Exhibit “A”.

1.3 Contract Administrator : means the Director of Broward County’s __________________ or the individual acting in the capacity as Director. The primary responsibilities of the Contract Administrator are to coordinate and communicate with CONTRACTOR and to manage and supervise execution and completion of the Statement of Work and the other terms and conditions of the Agreements. In the administration of the Agreements, as contrasted with matters of policy, all parties may rely on the instructions or determinations made by the Contract Administrator.

1.4 County Attorney means the chief legal counsel for COUNTY who directs and supervises the Office of the County Attorney pursuant to Section 2.10 of the Broward County Charter.

1.5 County Work Day means Monday through Friday of each week, excluding County Holidays.

1.6 Defect (s) mean incorrect implementation or failure to conform to the Documentation or acceptance criteria resulting in inadequacy, malfunction, or imperfection.

1.7 Deliverable(s) means all Software, Goods, Software Licenses and Documentation to be delivered by CONTRACTOR and all items of Services to be performed for and provided to COUNTY by CONTRACTOR under the Agreements.

1.8 Documentation means such documentation as delivered by CONTRACTOR to COUNTY and accepted by COUNTY at Final Acceptance of the System relating to the use, function and Support of the System, as may be amended from time to time by CONTRACTOR. Such Documentation shall be provided


in hardcopy and softcopy and shall include but not be limited to the Statement of Work, the Preliminary and Final Acceptance Criteria as set forth in the System and Services Agreement and the changes, modifications, alterations and configurations made by CONTRACTOR or its subcontractors to the Software hereunder to provide COUNTY the System. For purposes hereof, Documentation also includes the User and/or System Administrators’ Guides and other written or electronic material as made generally available by CONTRACTOR to its customers relating to the use, function and Support of the Software, as may be amended from time to time by CONTRACTOR, by including any Derivative Works thereto. COUNTY may modify, add to, or customize the Documentation for its internal use. COUNTY may copy the Documentation as needed for its internal use at no additional fee.

1.9 Enterprise License means an unlimited number of copies of the Licensed Software running in COUNTY with an unlimited number of server copies and an unlimited number of concurrent end user licenses, including Third Party User Licenses for on and off-site, wired and wireless access of the Licensed Software.

1.10 Event means an incident whereby the System is either not working or its operation is inconsistent with the Documentation. Events are divided into categories. The categories are Priority 1, 2, 3 or 4 as further defined below.

PRIORITY 1 - CRITICAL BUSINESS IMPACT EVENT means the impact of the reported Defect is such that the COUNTY is unable to either use the System or reasonably continue work using the System.

PRIORITY 2 SIGNIFICANT BUSINESS IMPACT EVENT means important features of the System are not working properly. While other areas of the System may not be impacted, the reported Defect has created a significant, negative impact on COUNTY's productivity and/or service level.

PRIORITY 3 SOME BUSINESS IMPACT EVENT means important features of the System are not working properly. COUNTY impact is minimal loss of operational functionality.

PRIORITY 4 MINIMAL BUSINESS IMPACT EVENT means the COUNTY submits an Event, information request, software enhancement or Documentation clarification which has no operational impact. The implementation or use of the System by the COUNTY is continuing and there is no negative impact on productivity.

1.11 Final Acceptance means the acceptance of the System by COUNTY as required by the Board of County Commissioners of Broward County, Florida, which established a requirement for inspection and testing of all computer application software purchased or developed for COUNTY by third parties costing over Twenty Thousand Dollars ($20,000.00).


1.12 Good (s) means all tangible property to be provided by CONTRACTOR, if any, pursuant to the Agreement, including but not limited to the items as set forth, described and designated “to be provided by CONTRACTOR”.

1.13 Hardware means the physical components or equipment which make up a computer system including the embedded programs that control the operations of the computer.

1.14 License Agreement means this document, Articles 1 through __ inclusive, and any amendments thereto. Other terms and conditions are included in the Exhibits which are expressly incorporated by reference. This License Agreement includes and incorporates the following Exhibits:

Exhibit A Licensed Software and Third Party Software Exhibit B Network and System Topology Recommendation and

Hardware Specifications and ConfigurationExhibit C Maintenance Support Services

1.15 Li censed Software means the Software described in Exhibit "A," Licensed System and Third Party Software, of this License Agreement, to be provided by CONTRACTOR and includes each computer program or module, application and patent which makes up the Licensed Software and each copy, translation, update, or modification of all or any part of the Licensed Software in any medium, delivered to the COUNTY by and capable of running on Hardware recommended by CONTRACTOR and identified in Exhibit "B," System Hardware Recommendation of the License Agreement, together with any materials related thereto, such as, any human readable program listings, flow charts, logic diagrams, output forms, manuals, specifications, instructions, Documentation, and other materials, and any copies of the foregoing, in any medium, related to the Licensed Software and normally provided by CONTRACTOR to any other licensee of the Licensed Software and all released modifications, enhancements, upgrades or new versions acquired by COUNTY.

1.16 Maintenance means any activity intended to eliminate faults, to improve or to keep System in satisfactory working condition, including tests, measurements, adjustments, and changes, modifications, enhancements or repairs, Updates and Upgrades as set out in Exhibit "C," Maintenance Support Services of this License Agreement.

1.17 Preliminary Review means the ___________ ( ) County Work Day time period, subsequent to COUNTY’s receipt of a Deliverable(s) for COUNTY to perform a review of the submitted Deliverable(s). Preliminary Review and/or Preliminary Acceptance shall have no bearing on COUNTY’s Final Acceptance determination.


1.18 Release (s) means those versions of the Licensed Software which add functionality to the Software, including any enhancements, Updates and Upgrades provided under this License Agreement.

1.19 Services means the work, duties and obligations to be carried out and performed by CONTRACTOR under the Agreements and pursuant to Exhibit "A," Statement of Work, attached to the Agreement. Without limiting the foregoing, the Services to be performed by CONTRACTOR fall into eight (8) general categories: (i) consulting, (ii) installation of Software, (iii) Software programming or modification/ configuration of the Licensed Software, (iv) project management, (v) programming agreed upon interfaces, (vi) conversion of COUNTY’s current data, (vii) training of COUNTY staff, and (viii) maintenance support.

1.20 Software means programs which (i) tell a computer what to do, and (ii) are required to perform the tasks specified in the Agreements, whether or not the programs are to be supplied by CONTRACTOR.

1.21 Sublicense means a COUNTY license to CONTRACTOR provided Third Party Software that CONTRACTOR provides to COUNTY as part of the System under its original license.

1.22 Support means the type of services, including but not limited to, those identified in Exhibit "C," Maintenance Support Services of this License Agreement.

1.23 System means CONTRACTOR’s ______________________ System as well as the Software, enhancements, Third Party Software, Goods, Services, Documentation, Licensed Software, custom Software, and other items, tangible and intangible, which together will (i) allow COUNTY's _________________ to have and maintain an automated and integrated ___________________, and (ii) provide the Documentation and Services required by the Agreements.

1.24 Third Party Users means those individuals or entities authorized by COUNTY to perform _________________ services on behalf of COUNTY and/or access the System, or those individuals or entities otherwise authorized to use the System by COUNTY.

1.25 Third Party Software means non CONTRACTOR software that is necessary for the System to perform its functions and is independently acquired by COUNTY or is licensed or sublicensed to COUNTY under the Agreements.

1.26 Update (s) means periodic release(s) of the Licensed Software that may contain fixes or incremental enhancements to the Software and are included in Maintenance Support Services.

1.27 Upgrade(s) means periodic releases of the Licensed Software that contain


significant enhancements that may include changes of hardware platform, database platform, operating system or major change in capability and functionality and are usually identified by a new whole number revision number (i.e., Revision 4.0 compared to Revision 3.8).

ARTICLE 2SOFTWARE LICENSE

2.1 License to COUNTY

2.1.1 CONTRACTOR hereby grants to COUNTY a royalty free, perpetual, non-exclusive Enterprise License for the Licensed Software, with no geographical limitations, with an unlimited number of server copies, and an unlimited number of concurrent end user licenses, including Third Party User licenses, for on and off-site, wired and wireless, intranet or Internet access and use of the Licensed Software. CONTRACTOR also sublicenses to COUNTY to the full extent otherwise provided herein, the CONTRACTOR provided Third Party Software identified in Exhibit “A” to this License Agreement as well as any embedded third party Software within the Licensed Software. As provided in Article 12.6 – COUNTY'S Unlimited Right to Transfer License, CONTRACTOR grants to COUNTY a transferable license to use the Licensed Software subject to the terms and conditions set forth in this License Agreement.

2.1.2 COUNTY's license shall not be dependent upon or require COUNTY to purchase any other product or service, including Maintenance Services, from CONTRACTOR or any third party, and such License shall continue in perpetuity irrespective of the termination of any other agreement between the Parties, including but not limited to the Agreement and/or the Maintenance Agreement.

2.1.3 Platform Compatibility and Portability. CONTRACTOR agrees to maintain, support, and improve its Licensed Software and the custom Software so as to ensure continuing compatibility with updates and upgrades to the hardware and operating systems with which the Licensed Software and custom Software operate, so as to ensure that the Licensed Software and custom Software operate on any widely used commercial computer platform(s), including all architectures. At all times while COUNTY is under the Maintenance Agreement, COUNTY shall not only receive the enhancements, Updates and Upgrades set forth in the Maintenance Agreement, but also shall be entitled to receive upon request and under the licensing terms of this License Agreement, at no additional charge, any version, release, renamed product, or platform of the Licensed Software or commercial version of the custom Software, to the extent licensed to CONTRACTOR, which is then supported by CONTRACTOR in exchange for COUNTY’S version of the Licensed Software.


2.2 Warranted Functions

2.2.1 The Licensed Software is warranted by CONTRACTOR to provide the functions, features and capabilities specified and described in the Agreements and the Documentation. CONTRACTOR further warrants and represents that:

All items shall be installed as described in the Agreements, the Statement of Work attached thereto, and the Documentation, on Hardware identified in Exhibit "B" to this License Agreement as part of the configuration of the CONTRACTOR System, and along with the Licensed Software, shall operate together as a whole to perform the functions in the manner specified and delineated in the Agreements, Statement of Work and Documentation; and, that no other hardware or software is required to be purchased or installed by COUNTY to achieve the above.

2.2.2 CONTRACTOR expressly warrants that each module of the Licensed Software will be free from reproducible Defects that cause the Licensed Software to fail to conform to the operational and performance specifications as set forth in the Agreements, Statement of Work and Documentation.

2.2.3 This express warranty for the Licensed Software shall be for a period of one (1) year from the date of COUNTY's Final Acceptance of the System as set forth in the Agreements between COUNTY and CONTRACTOR of even date herewith. CONTRACTOR's warranty shall not apply where the Defect in the Licensed Software is the result of:

(i) Use of the Licensed Software in other than the manner for which it was installed.

(ii) Damage to the Licensed Software caused by COUNTY or its employees or agents.

(iii) Modification of the installed Licensed Software by COUNTY not authorized by CONTRACTOR.

2.2.4 During the warranty period and upon notification by COUNTY of any Defect and/or Priority Event, CONTRACTOR, at its option, will promptly commence making any needed repair to the Licensed Software and continue to proceed to a solution within a reasonable time or promptly replace the Licensed Software. In the event CONTRACTOR is unable to remedy any material Defect within five (5) County Work Days after such notification by COUNTY, then COUNTY,


at its sole option, may terminate this License Agreement and CONTRACTOR shall immediately repay COUNTY any and all monies paid by it for the System pursuant to the Agreements. In the event of such termination by COUNTY and after full repayment by CONTRACTOR, subject to third party claims against CONTRACTOR, COUNTY shall return the Licensed Software, Documentation and other material received from CONTRACTOR and will promptly remove the Licensed Software from any and all hardware upon which the Licensed Software may reside.

2.2.5 CONTRACTOR also warrants that the input media upon which the Licensed Software are contained, and the Licensed Software itself, are free from Defects, viruses and/or malicious software which would prevent the Licensed Software from being operated as described and set forth in the Documentation. CONTRACTOR warrants that the Licensed Software has been run through a virus detection system and is free from currently known viruses and/or malicious software.

2.2.6 Without limiting any other remedies available to COUNTY for breach of this warranty, CONTRACTOR will, at no charge to COUNTY, promptly correct any Priority Event, error and/or Defect in the Licensed Software reported to CONTRACTOR by providing to COUNTY either (a) a new version of the Licensed Software in which the error and/or Defect has been corrected, or (b) additional software code that, when installed in accordance with CONTRACTOR's instructions, will correct the error and/or Defect. In addition, CONTRACTOR will immediately provide to COUNTY any known methods of operating the Licensed Software in a manner that eliminates the practical adverse effects of the error and/or Defect. If CONTRACTOR is unable to correct the error and/or Defect as provided above within a reasonable period of time not to exceed five (5) County Work Days, CONTRACTOR will refund to COUNTY all fees paid for the System (in addition to any other rights and remedies COUNTY may have).

ARTICLE 3TERMS AND CONDITIONS APPLICABLE TO THE LICENSE

3.1 Use of Licensed Software: The Licensed Software may be used by COUNTY for the following:

The Licensed Software are licensed to the COUNTY solely for COUNTY's governmental and business purposes which shall include on and off-site access and use of the Licensed Software by authorized Third Party Users, including but not limited to any persons or entities which COUNTY may contract to operate the System, and for the benefit of and by all governmental entities within Broward County, including the offices of the County's


Constitutional Officers. COUNTY may use the Licensed Software on computer systems not described in Exhibit "B" at no additional fee, although for purposes of continued Maintenance, COUNTY shall request CONTRACTOR to approve a configuration other than as provided in Exhibit "B," which approval shall not be unreasonably withheld.

3.2 COUNTY has a disaster recovery plan and uses the recovery resources provided by a third party contractor to COUNTY at the contractor facility (“Center-Based”) and/or delivered by contractor to COUNTY designated locations (“Mobile”). COUNTY may, if required by reason of an emergency, disaster or operational need, and also for testing of the recovery resources, temporarily use the Licensed Software on any such recovery resources, at no additional fee, whether presently contracted for or that may be contracted for in the future and which recovery resources CONTRACTOR understands may not be owned by COUNTY.

3.3 COUNTY may install and operate the Licensed Software in separate servers used in any and all development, test, production, failover, and backup configurations, at no additional fee. COUNTY may also install the Licensed Software in its Emergency Operations Center in replication of its production environment for use in any emergency event which results in COUNTY operations from the Emergency Operations Center, at no additional fee.

3.4 COUNTY may, because of operational needs, and at no additional fee, request CONTRACTOR to approve a Hardware configuration not recommended by CONTRACTOR in Exhibit "B," which approval shall not be unreasonably withheld.

3.5 Except as otherwise provided for in this License Agreement:

3.5.1 COUNTY shall not reproduce, publish or license the Licensed Software to others.

3.5.2 COUNTY shall not copy, in whole or in part, the Licensed Software except for use by COUNTY for backup and archiving purposes and copying the Licensed Software into Random Access Memory for the purposes of support and/or maintenance by COUNTY or others hired by COUNTY to provide such support and/or maintenance.

3.5.3 Except as allowed by law, COUNTY shall not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Licensed Software without the prior written consent of CONTRACTOR.

3.5.4 COUNTY shall not modify, adapt, translate, or create derivative works based on the Documentation without the prior written consent of CONTRACTOR.


3.6 All licenses to Third Party Software provided to COUNTY by CONTRACTOR shall be sublicensed to COUNTY by CONTRACTOR.

ARTICLE 4CONFIDENTIAL INFORMATION AND PUBLIC RECORDS DISCLOSURE

4.1 CONFIDENTIAL INFORMATION:

4.1.1 Restrictions upon Disclosure of Information:

(i) To treat the other's confidential information as proprietary to the other;

(ii) To not knowingly disclose to any person, other than its employees or consultants, or entity not a party to this License Agreement any confidential information belonging to the other party; and

(iii) To inform its employees and consultants of the confidential nature of the others information and of the requirement of nondisclosure.

(iv) In the event either party has actual knowledge of a breach of the nondisclosure requirements of this Article, the party acquiring such knowledge shall promptly inform the other party and assist that party in curing the disclosure, where possible, and preventing future disclosures. For the purposes of this provision, the term “confidential information” shall be that information specifically designated in writing as confidential by the claiming party. Nothing in this provision shall prevent a party from disclosing information of the other, whether confidential or not, where such disclosure is required by law.

4.1.2 Subject to applicable Florida and federal laws, as amended from time to time, both Parties recognize that, during the performance of Services under this Agreement, a party may be involved in analyzing automated systems, computer software applications and programs. During the performance of such work and Services, a party may be required to review and/or use software programs and applications licensed to or by the other party or by third parties and which may be subject to confidentiality agreements and disclosure restrictions. Also, a party may have access to the other party’s or third parties’ data, information, memoranda, documents, trade secrets and ideas which also may be subject to confidentiality agreements and disclosure restrictions, including requirements imposed by law, as amended from time to time.


4.1.3 Subject to applicable Florida and federal laws, as amended from time to time, both Parties hereby acknowledge that each may be exposed to confidential and proprietary information of the other and providers of software and confidential and proprietary information, business information, and information that may be exempted from disclosure or prevented from being disclosed by reason of law. "Confidential Information" must be expressly identified in writing by the party claiming such confidentiality and such party must provide the other party with a written statement of the nature of such claim, Confidential Information does not include the following:

(i) information already known or independently developed by CONTRACTOR or COUNTY:

(ii) information in the public domain through no wrongful act of CONTRACTOR or COUNTY;

(iii) information received by CONTRACTOR or COUNTY from a third party who was free to disclose it;

(iv) information CONTRACTOR regularly discloses to third parties without restriction on disclosure; or

(v) information required to be disclosed by law or an order of court.

4.1.4 With respect to the Confidential Information, both Parties hereby agree that during the term of this Agreement and at all times thereafter, neither shall use, commercialize or disclose such Confidential Information obtained from the other to any person or entity, except to such other parties as the party claiming confidentiality may approve in writing and under such conditions as such claiming party may impose in writing.

4.1.5 CONTRACTOR has represented that the Licensed Software and Documentation are owned by it and are protected by applicable copyright laws. CONTRACTOR further represents that the Licensed Software constitute trade secrets of CONTRACTOR as the term "trade secrets" is defined in Section 812.081 of the Florida Statutes (as amended). CONTRACTOR claims exemption from disclosure of the Licensed Software as provided under Chapter 119, Public Records Law, Florida Statutes. COUNTY agrees prior to any disclosure of the CONTRACTOR's Confidential Information, the Licensed Software, the source code and/or documentation related to such source code for Licensed Software under the Public Records Law, that COUNTY will promptly notify CONTRACTOR of any request for disclosure so that CONTRACTOR may take such action or actions CONTRACTOR deems necessary to prevent such disclosure and/or to defend against


or settle any suit or proceeding against COUNTY for the failure to make disclosure of the Licensed Software as provided under Chapter 119, Public Records Law, or other laws requiring disclosure by COUNTY.

4.1.6 In the event CONTRACTOR elects to prevent disclosure as above provided, CONTRACTOR agrees at its expense to protect, defend and indemnify COUNTY against any claim, demand, action, proceeding, loss, liability, cost and expense (including court costs and reasonable fees of attorneys and other professionals) incurred or suffered by COUNTY as a result of any claim against COUNTY for the failure to make disclosure of the Licensed Software as provided under Chapter 119, Public Records Law, or other laws requiring disclosure by the COUNTY.

4.1.7 Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, COUNTY shall have the right to use the Licensed Software to provide access to the public to the data base, files or information derived from the use of the System and/or to generate reports from such data, files or information or to provide such data, files or information on electronic media to the public where required or allowed by the laws of the State of Florida or other laws allowing disclosure by COUNTY. CONTRACTOR acknowledges and agrees that COUNTY is the owner and custodian of its information and data, whether or not such is electronically retained and regardless of the retention media and that the use of the Licensed Software in relation to such information or data does not in any way restrict COUNTY in COUNTY's rights of disclosure of its data and information.

4.1.8 COUNTY Data Confidentiality and Use Restrictions:

(i) CONTRACTOR agrees and understands that all files and other information and data created in connection with this Agreement constitute a public record, except to the extent it is exempt or confidential under Florida Law, including but not limited to Chapter 119 of the Florida Statutes (as amended), from disclosure. CONTRACTOR agrees to maintain for public record access such files and to maintain for public access such files after termination of this Agreement in accordance with the laws of the State of Florida.

(ii) All data and written and oral information exempt or confidential under Florida law, including but not limited to social security numbers which is obtained, or supplied to CONTRACTOR pursuant to this Agreement shall be kept confidential by CONTRACTOR and shall not be used or disclosed to any other


party, directly or indirectly, without the COUNTY’s prior written consent unless required by an order issued by a court of lawful jurisdiction. To the extent that a COUNTY employee or agent causes the unauthorized disclosure of COUNTY's Confidential Information, CONTRACTOR shall not be liable or responsible for such disclosure, except to the extent that CONTRACTOR or its agents are also a cause of the unauthorized disclosure. All data provided by COUNTY or its agents or Third Party Users under this Agreement and all results derived therefrom through the use of the System shall be and remain the COUNTY’s property and may be reproduced and reused solely at the discretion of the County.

4.2 PUBLIC RECORDS DISCLOSURES:

CONTRACTOR has represented that the Licensed Software and DOCUMENTATION are owned by it and are protected by applicable copyright laws. CONTRACTOR further represents that the Licensed Software constitute trade secrets of CONTRACTOR as the term "trade secrets" is defined in Section 812.081 of the Florida Statutes (as amended). CONTRACTOR claims exemption from disclosure of the Licensed Software as provided under Chapter 119, Public Records Law, Florida Statutes. COUNTY agrees prior to any disclosure of the source code and/or documentation related to such source code for Licensed Software under the Public Records Law that COUNTY will promptly notify CONTRACTOR of any request for disclosure so that CONTRACTOR may take such action or actions CONTRACTOR deems necessary to prevent such disclosure and/or to defend against or settle any suit or proceeding against COUNTY for the failure to make disclosure of the Licensed Software as provided under Chapter 119, Public Records Law (as amended), or other laws requiring disclosure by COUNTY.

In the event CONTRACTOR elects to prevent disclosure as above provided, CONTRACTOR agrees at its expense to protect, defend and indemnify COUNTY against any claim, demand, action, proceeding, loss, liability, cost and expense (including court costs and reasonable fees of attorneys and other professionals) incurred or suffered by COUNTY as a result of any claim against COUNTY for the failure to make disclosure of the Licensed Software as provided under Chapter 119, Public Records Law, or other laws requiring disclosure by the COUNTY.

(i) Nondisclosure by COUNTY shall not apply to information that is or becomes known to the public without fault or breach on the part of COUNTY;

(ii) CONTRACTOR regularly discloses to third parties without restriction on disclosure; or


(iii) COUNTY receives from a party other than CONTRACTOR without restriction on disclosure.

4.3 Notwithstanding anything to the contrary contained above or elsewhere in this License Agreement, COUNTY shall have the right to use the Licensed Software to provide access to the public to the data base, files or information derived from the use of the Licensed Software and/or to generate reports from such data, files or information or to provide such data, files or information on electronic media to the public where required or allowed by the laws of the State of Florida or other laws allowing disclosure by COUNTY. CONTRACTOR acknowledges and agrees that COUNTY is the owner and custodian of its information and data, whether or not such is electronically retained and regardless of the retention media and that the use of the Licensed Software in relation to such information or data does not in any way restrict COUNTY in COUNTY's rights of disclosure of its data and information.

4.4 In the event either party has actual knowledge of a breach of the nondisclosure requirements of this Article, the party acquiring such knowledge shall promptly inform the other party and assist that party in curing the disclosure, where possible, and preventing future disclosures. For the purposes of this provision, the term “confidential information” shall be that information specifically designated in writing as confidential by the claiming party. Nothing in this provision shall prevent a party from disclosing information of the other, whether confidential or not, where such disclosure is required by law.

4.5 THE ABOVE DUTIES AND OBLIGATIONS SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LICENSE AGREEMENT.

ARTICLE 5INDEMNIFICATION, WARRANTIES, AND REPRESENTATIONS

5.1 WARRANTY . CONTRACTOR warrants and represents that any Services and Licensed Software or custom Software provided and/or to be provided to COUNTY are original with or owned by CONTRACTOR and that no portion of such Services or Licensed Software or custom Software, or its use by COUNTY pursuant to the terms of this License Agreement, violates or is protected by the right, title, interest or similar right of any third person or entity, however organized, except as may be set forth in this License Agreement. COUNTY shall have the quiet and peaceful enjoyment of the use of the Licensed Software to be supplied by CONTRACTOR for the duration of its license or until its proper and lawful termination, free from interference by any and all parties including CONTRACTOR. CONTRACTOR is not aware of any products, processes, Software or practices of CONTRACTOR relating to the Deliverables and Services provided hereunder, which have or could reasonably be expected to form the basis of any claim, action, suit,


proceeding, hearing, or investigation of, against or relating to CONTRACTOR which may constitute an infringement of a third party’s copyright, patent, trade secret or other intellectual property.

5.2 WARRANTY AS TO INTELLECTUAL PROPERTY INFRINGEMENT . CONTRACTOR represents and warrants that it owns the Licensed Software and has all rights necessary to license the Licensed Software to COUNTY, and at the time of entering into this License Agreement no claims have been asserted or action or proceeding brought against CONTRACTOR which alleges that all or any part of the Licensed Software to be supplied by CONTRACTOR or the operation or use thereof by COUNTY, infringes or misappropriates any patent, copyright, mask copyright or any trade secret or other intellectual or proprietary right of a third party, nor is CONTRACTOR aware of any such potential claim. CONTRACTOR also represents and warrants that its Services to be provided pursuant to this License Agreement to modify the Licensed Software will not infringe or misappropriate any patent, copyright, mask copyright or any trade secret or other intellectual or proprietary right of a third party. In the event of a breach of this representation and warranty, CONTRACTOR shall be responsible for and pay COUNTY for any and all actual harm, injury, damages, costs and expenses incurred by COUNTY by reason of the breach.

5.3 CONTRACTOR shall at all times hereafter indemnify, hold harmless and, at the County Attorney’s option, defend or pay for an attorney selected by the County Attorney to defend COUNTY, its officers, agents, servants, and employees from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by intentional or negligent act of, or omission of, CONTRACTOR, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Agreement including, without limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against COUNTY by reason of any such claim, cause of action or demand, CONTRACTOR shall, upon written notice from COUNTY, resist and defend such lawsuit or proceeding by counsel satisfactory to COUNTY or, at COUNTY’s option, pay for an attorney selected by County Attorney to defend COUNTY. The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the Contract Administrator and the County Attorney, any sums due CONTRACTOR under this Agreement may be retained by COUNTY until all of COUNTY's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by COUNTY.


5.3.1 COUNTY will use reasonable efforts to notify CONTRACTOR promptly of any third party claim, suit, or action (a "Claim") for which COUNTY believes it is entitled to indemnification under this Section and which COUNTY desires CONTRACTOR to defend. However, COUNTY's failure to provide such notice or delay in providing such notice will relieve CONTRACTOR of its obligations under this Section only if and to the extent that such delay or failure materially prejudices CONTRACTOR's ability to defend such Claim. If COUNTY tenders the defense of a Claim to CONTRACTOR, CONTRACTOR will have the right and the obligation to defend such Claim with counsel of its choice; however, COUNTY may participate in the defense of the Claim with its own counsel and at its own expense. Once CONTRACTOR assumes defense of a Claim, it will be conclusively presumed that CONTRACTOR is obligated to indemnify COUNTY for such Claim, and COUNTY will cooperate with CONTRACTOR, except if such cooperation requires disclosure of information exempted from disclosure by reason of any Federal or State law or would require COUNTY to violate any Federal or State law, at CONTRACTOR's reasonable request and at CONTRACTOR's expense, in the defense of the Claim. No settlement of a Claim will be binding on COUNTY without COUNTY's prior written consent. This indemnification obligation shall survive the expiration or earlier termination of this Agreement.

5.3 SOVEREIGN IMMUNITY RIGHTS - COUNTY is a political subdivision of the State of Florida as a "subdivision" is defined in Section 768.28 of the Florida Statutes (as amended). Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which sovereign immunity may be applicable.

5.4 WARRANTY REGARDING VIRUSES . The term "Virus" means any computer code that could (a) disrupt, disable, harm, or otherwise impede in any manner the proper operation of a computer program or computer system, or (b) damage or destroy any data or files residing on a computer system without the user's consent, including (without limitation) any "back door," "time bomb," "Trojan Horse," "worm," "drop dead device“, spyware, and ”virus" (as these terms are commonly used in the computer software field). CONTRACTOR warrants that the Licensed Software does not and will not contain any Virus. CONTRACTOR warrants that it will use state-of-the-art anti-virus screening software to screen the media containing the Licensed Software for Viruses before delivery of such media to COUNTY. CONTRACTOR shall be liable to COUNTY for any and all losses, damages, liabilities, costs, and expenses caused by any such Virus. CONTRACTOR further warrants that it will not perform any action that will hinder COUNTY's freedom to use or physically and electronically transport the Licensed Software within COUNTY's facilities, and that it has not included in the Licensed Software any software, hardware, electronic, or other security


mechanism (including password, CPU serial number validation or dependency, electronic initialization protection, and time dependent execution) or any other disablement, de-installation, deactivation, or deletion mechanism.

ARTICLE 6MAINTENANCE SUPPORT SERVICES AND FUNDING

6.1 The terms and conditions upon which Maintenance Services will be performed are set forth in the Maintenance Support Services Agreement attached hereto as Exhibit "C," Maintenance Support Services, and are subject to the terms and conditions thereof. Maintenance Support Services shall be available to COUNTY on a twenty-four hour, seven days a week basis.

6.2 Commencement of Maintenance.

6.2.1 One (1) year of Maintenance (the “Initial Term”), commencing upon COUNTY's Final Acceptance of the System, is included in the Software License for no additional fee, pursuant to the terms of Exhibit C, Maintenance Support Services, concurrent to the Warranty period. CONTRACTOR agrees to provide up to five (5) additional years of Maintenance under this License Agreement, which annual term shall commence upon the expiration of the Initial Term. After the Initial Term, CONTRACTOR agrees to offer Maintenance to COUNTY as provided in Exhibit C hereto, on an annual renewal basis.

6.2.2 The "Anniversary Date" for the Annual Maintenance Charge shall be the first day after the expiration of the Initial Term. The Annual Maintenance Charge for any additional software licensed and installed after COUNTY finally accepts the System, will be listed on an amendment to Exhibit "C" and/or this License Agreement and shall be prorated to the next Anniversary Date, and thereafter, Maintenance will be invoiced at its Annual Maintenance Charge.

6.3 No Charge For Maintenance Support During Initial Term. There will be no cost or charge to COUNTY for Maintenance Support Services during the Initial Term.

6.4 CONTRACTOR agrees that due to the nature of their business, if CONTRACTOR elects to change and/or replace an existing Third Party Software, CONTRACTOR will provide COUNTY with an equal number of the substitute Third Party Software licenses as COUNTY has in existence at the time this change occurs, at no additional cost.


6.5 Payment Thereafter. COUNTY agrees to pay CONTRACTOR for Maintenance in accordance with its prompt payment policy as specified in Section 1-51.6, Broward County Code of Ordinances, as amended, the text of which is incorporated herein by reference and made part of this License Agreement. Interest shall be paid by COUNTY as provided in Section 1-51.6. In the event COUNTY’s payment for Maintenance becomes sixty (60) calendar days past due, CONTRACTOR will notify COUNTY in writing that Maintenance will be discontinued in thirty (30) calendar days unless payment is received by the end of the thirty (30) day period.

6.6 The cost for Maintenance for each one (1) year term after the Initial Term (“Annual Maintenance Charge”) will be ____________ Dollars ($_______ .00), which shall be paid annually in arrears, if renewed.

6.7 Annual payments for each one (1) year term shall be due in arrears on the following Anniversary Date, after receipt of a proper invoice. COUNTY may elect not to acquire Maintenance for any portion or module or all of the Licensed Software, by notifying CONTRACTOR of such election within sixty (60) calendar days prior to the Anniversary Date and COUNTY shall have no further obligation to pay for Maintenance of the portion or all of the Licensed Software for which notification was given. COUNTY’s failure to obtain all or any part of the Licensed Software Maintenance services shall have no impact on the continuity of COUNTY’s perpetual license to the Licensed Software as set out in this License Agreement.

6.8 Following the Initial Term, COUNTY agrees to pay for Maintenance on a yearly basis, in arrears, for those years it elects to purchase Maintenance. CONTRACTOR shall provide an invoice to COUNTY for such Maintenance no later than seventy-five (75) calendar days prior to the following Anniversary Date.

6.9 In the event COUNTY decides to resume Maintenance Support Services for a terminated or non-renewed portion of the Licensed Software, Maintenance Support Services shall be reinstated upon COUNTY’s paying the prorated amount of prior outstanding maintenance fees defined above.

6.10 COUNTY, through its ________, may terminate Maintenance Support Services at any time for any portion or module of the Licensed Software. In the event such termination is prior to the end of the yearly term for which Maintenance is being provided by CONTRACTOR, Maintenance shall be provided by CONTRACTOR for the remainder of that yearly term.

6.11 FUNDING. CONTRACTOR recognizes that funding for COUNTY requirements, including the funding for monies to pay for the Licensed Software and Maintenance Services, is done on a budget year basis, October 1 through September 30. CONTRACTOR further recognizes that the Board of County Commissioners for Broward County is the authority which


establishes, allocates or otherwise provides for COUNTY's budget year funding. If in any budget year, funding, for any reason, is not provided for the Licensed Software, Maintenance Services or other monetary obligations herein, then such obligation may be terminated by COUNTY, through its _____________, without penalty or further payment to CONTRACTOR.

ARTICLE 7DOCUMENTATION

7.1 CONTRACTOR agrees to provide COUNTY with all Documentation in electronic format, and, hereby grants COUNTY permission to copy or reproduce, in whatever form, electronic, machine readable, hard copy or otherwise, any Documentation supplied by it to COUNTY, including material related to subsequent Releases. COUNTY agrees to make only the number of copies of the material as may be necessary to meet the reasonable business and governmental needs of COUNTY. Under no circumstances will COUNTY sell or distribute any copies of the Documentation, including copies made, to other than its employees or individuals assisting COUNTY in its business or governmental operations. COUNTY shall include on all copies or reproductions the copyright inscription of CONTRACTOR which is contained in the original Documentation.

7.2 CONTRACTOR agrees to provide COUNTY with revised, modified, and/or updated Documentation that reflects the enhancements/changes/ modifications resulting from any Work for Hire undertaken pursuant to this Agreement.

ARTICLE 8 WORK MADE FOR HIRE AND CUSTOM DATA

"Custom Work Products" means all finished or unfinished documents, data, configuration files, templates, studies, maps, models, photographs, reports, other work products, or any portions or derivatives thereof, (including all information, ideas, results, data, improvements, developments, functional and technical designs, routines, subroutines, data diagrams and other work products) created by CONTRACTOR after the date of complete execution of this Agreement which are the result of, or derived from, any of the services provided by CONTRACTOR in furtherance of the work performed under the Statement of Work, or other services rendered to COUNTY hereunder. "Custom Work Products" also means application software or computer programs, documentation and technical information or any portions thereof, finished or unfinished, (including any project specific information, ideas, results, data, improvements, developments, functional and technical designs, routines, subroutines, modules, flowcharts, data diagrams, and documentation), created by CONTRACTOR after the date of complete execution of this Agreement which are the result of the Services provided by CONTRACTOR in furtherance of the Statement of Work performed for or services rendered, to COUNTY hereunder. For the purposes of this Agreement, COUNTY shall own all right, title and interest to


all Custom Work Products which are clearly identified as Deliverables in the Agreement, including the Statement of Work and any subsequent Work Authorizations, amendments or procurement agreement documents relating to this Agreement. CONTRACTOR expressly acknowledges and agrees that the Custom Work Products shall be deemed to constitute "work made for hire" under the Federal copyright laws (17 U.S.C. Sec. 101) and, alternatively, CONTRACTOR hereby exclusively and irrevocably assigns all ownership or other rights CONTRACTOR might have in Custom Work Products to COUNTY. Without limiting the foregoing, CONTRACTOR shall: (a) assign and transmit all Custom Work Products only to COUNTY; (b) regard the Custom Work Products as COUNTY’s exclusive property; and (c) maintain the Custom Work Products as confidential and shall not disclose the same to any other person or entity without COUNTY's Contract Administrator's prior written consent. Without limiting the foregoing, it is understood and agreed that COUNTY's Board or Purchasing Director may assign, transfer or otherwise convey the Custom Work Products to others without restriction. Except for Custom Work Products specifically identified as such in the Statement of Work, the term "Custom Work Products" shall not include any copyrighted Software of CONTRACTOR or a third party nor any previously developed trade secret, previously developed copyrighted material, or other previously developed proprietary material of CONTRACTOR but shall not include any custom made modifications or changes to CONTRACTOR’s Licensed Software paid by COUNTY hereunder. Where applicable, CONTRACTOR will provide COUNTY with the source code and object code for Custom Work Products upon Final Acceptance of the System or within thirty (30) calendar days after receipt of a written request by the Contract Administrator, whichever date is earlier.

To the extent that no Software Deliverables are identified as Custom Work Products in the Statement of Work, CONTRACTOR shall own all right, title and interest to all Software Deliverables. Such Software Deliverables shall be licensed to COUNTY pursuant to the terms of the License Agreement, and CONTRACTOR will provide Maintenance for such Deliverables to the extent COUNTY has a Maintenance agreement with CONTRACTOR.

ARTICLE 9TERMINATION BY CONTRACTOR

9.1 CONTRACTOR may terminate this License Agreement, by written notice to COUNTY, if:

9.1.1 COUNTY does not make a payment for the Licensed Software when such payment becomes due and fails to make such payment within thirty (30) days after CONTRACTOR gives COUNTY written notice of such nonpayment.

9.1.2 COUNTY fails to carry out its obligations specified in this License Agreement and


(i) CONTRACTOR has given COUNTY written notice of the nature and manner of such failure or breach;

(ii) COUNTY does not start to take action to correct such failure or breach within ten (10) days after receiving notice from CONTRACTOR, and

(iii) COUNTY fails thereafter to proceed diligently and promptly to remedy or correct the breach or failure.

9.2 In the event that this Service Agreement is terminated, in accordance with the provisions of this Agreement, then COUNTY shall promptly return to CONTRACTOR the original and all copies of the Licensed Software and Documentation the subject of this License Agreement.

9.3 This Agreement may be terminated for cause by the aggrieved party if the party in breach has not corrected the breach within ten (10) days after written notice from the aggrieved party identifying the breach. This Agreement may also be terminated for convenience by the Board. Termination for convenience by the Board shall be effective on the termination date stated in written notice provided by COUNTY, which termination date shall be not less than thirty (30) days after the date of such written notice. This Agreement may also be terminated by the County Administrator upon such notice as the County Administrator deems appropriate under the circumstances in the event the County Administrator determines that termination is necessary to protect the public health or safety. The parties agree that if COUNTY erroneously, improperly or unjustifiably terminates for cause, such termination shall be deemed a termination for convenience, which shall be effective thirty (30) days after such notice of termination for cause is provided.

9.4 This Agreement may be terminated for cause for reasons including, but not limited to, CONTRACTOR's repeated (whether negligent or intentional) submission for payment of false or incorrect bills or invoices, failure to suitably perform the work; or failure to continuously perform the work in a manner calculated to meet or accomplish the objectives as set forth in this Agreement. The Agreement may also be terminated for cause if the CONTRACTOR is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes, as amended or if the CONTRACTOR provides a false certification submitted pursuant to Section 287.135, Florida Statutes, as amended. This Agreement may also be terminated by the Board:

9.4.1 Upon the disqualification of CONTRACTOR as a CBE by COUNTY’s Director of Office of Economic and Small Business Development if CONTRACTOR’s status as a CBE was a factor in the award of this Agreement and such status was misrepresented by CONTRACTOR;


9.4.2 Upon the disqualification of CONTRACTOR by COUNTY’s Director of Office of Economic and Small Business Development due to fraud, misrepresentation, or material misstatement by CONTRACTOR in the course of obtaining this Agreement or attempting to meet the CBE contractual obligations;

9.4.3 Upon the disqualification of one or more of CONTRACTOR’s CBE participants by COUNTY’s Director of the Office of Economic and Small Business Development if any such participant’s status as a CBE firm was a factor in the award of this Agreement and such status was misrepresented by CONTRACTOR or such participant;

9.4.4 Upon the disqualification of one or more of CONTRACTOR’s CBE participants by COUNTY's Director of the Office of Economic and Small Business Development if such CBE participant attempted to meet its CBE contractual obligations through fraud, misrepresentation, or material misstatement; or

9.4.5 If CONTRACTOR is determined by COUNTY’s Director of the Office of Economic and Small Business Development to have been knowingly involved in any fraud, misrepresentation, or material misstatement concerning the CBE status of its disqualified CBE participant.

9.5 Notice of termination shall be provided in accordance with the “NOTICES" section of this Agreement except that notice of termination by the County Administrator, which the County Administrator deems necessary to protect the public health, safety, or welfare may be verbal notice that shall be promptly confirmed in writing in accordance with the "NOTICES" section of this Agreement.

9.6 In the event this Agreement is terminated for convenience, CONTRACTOR shall be paid for any services properly performed under the Agreement through the termination date specified in the written notice of termination. CONTRACTOR acknowledges and agrees that it has received good, valuable and sufficient consideration from COUNTY, the receipt and adequacy of which are, hereby acknowledged by CONTRACTOR, for COUNTY’s right to terminate this Agreement for convenience.

9.7 In the event this Agreement is terminated for any reason, any amounts due CONTRACTOR shall be withheld by COUNTY until all documents are provided to COUNTY pursuant to Section __ of Article__.

9.8 Scrutinized Companies. In the event that the total goods and services purchased under the Agreement is $1 million or more, then, this Agreement may also be terminated for cause immediately in writing by COUNTY’s


Purchasing Director or action of its Board, through written notice from Purchasing Director, if CONTRACTOR is placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes, as amended, or if CONTRACTOR provides a false certification submitted pursuant to Section 287.135, Florida Statutes, as amended.

ARTICLE 10UPDATES AND UPGRADES

10.1 CONTRACTOR will notify COUNTY<insert who ___________> of any intended Update(s), Upgrades and/or Releases prior to the deployment thereof. If an Update, Upgrade and/or Release occurs during the Initial Term, or any subsequent Maintenance term, Maintenance Service will be provided at no additional cost to COUNTY, inclusive of any Updates, Upgrades and/or Releases.

10.2 CONTRACTOR also agrees to maintain a level of version currency with third party Software required to operate the System equal to currently supported releases of Third Party Software.

ARTICLE 11MISCELLANEOUS PROVISIONS

11.1 RIGHTS IN DOCUMENTS AND WORK . Except for CONTRACTOR's preexisting intellectual property, any and all reports, surveys, data, and documents provided or created in connection with this License Agreement are and shall remain the property of COUNTY. In the event of termination of this License Agreement, any reports, surveys, data, and documents prepared by CONTRACTOR, whether finished or unfinished, shall become the property of COUNTY and shall be delivered by CONTRACTOR to the Contract Administrator within seven (7) days of termination of this License Agreement by either party. Any compensation due to CONTRACTOR shall be withheld until all documents and data are received as provided herein. COUNTY has the absolute and unrestricted right to convert its data from the format used by the System to any other format.

11.2 AUDIT RIGHT AND RETENTION OF RECORDS. COUNTY shall have the right to audit the books, records, and accounts of CONTRACTOR and its subcontractors that are related to this Project. CONTRACTOR and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Project. All books, records, and accounts of CONTRACTOR and its subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do


so, CONTRACTOR or its subcontractor, as applicable, shall make same available at no cost to COUNTY in written form.

CONTRACTOR and its subcontractors shall preserve and make available, at reasonable times for examination and audit by COUNTY, all financial records, supporting documents, statistical records, and any other documents pertinent to this License Agreement for the required retention period of the Florida Public Records Act, Chapter 119, Florida Statutes, as may be amended from time to time, if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this License Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by COUNTY to be applicable to CONTRACTOR’s and its subcontractors’ records, CONTRACTOR and its subcontractors shall comply with all requirements thereof; however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by CONTRACTOR or its subcontractors. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for COUNTY’s disallowance and recovery of any payment upon such entry.

CONTRACTOR shall, by written contract, require its subcontractors to agree to the requirements and obligations of this Section 11.2.

11.3 PUBLIC ENTITY CRIMES ACT. CONTRACTOR represents that the execution of this License Agreement will not violate the Public Entity Crime Act, Section 287.133, Florida Statutes (as amended), as may be amended from time to time, which essentially provides that a person or affiliate who is a contractor, consultant, or other provider and who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to COUNTY, may not submit a bid on a contract with COUNTY for the construction or repair of a public building or public work, may not submit bids on leases of real property to COUNTY, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with COUNTY, and may not transact any business with COUNTY in excess of the threshold amount provided in Section 287.017, Florida Statutes, as may be amended from time to time, for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this License Agreement and recovery of all monies paid by COUNTY pursuant to this License Agreement, and may result in debarment from COUNTY’s competitive procurement activities.

In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not


been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list.

11.4 INDEPENDENT CONTRACTOR . CONTRACTOR is an independent contractor under this License Agreement. Services provided by CONTRACTOR pursuant to this License Agreement shall be subject to the supervision of CONTRACTOR. In providing such Services, neither CONTRACTOR nor its agents shall act as officers, employees, or agents of COUNTY. No partnership, joint venture, or other joint relationship is created hereby. COUNTY does not extend to CONTRACTOR or CONTRACTOR’s agents any authority of any kind to bind COUNTY in any respect whatsoever.

11.5 THIRD PARTY BENEFICIARIES. Except as provided under Subsection ,neither CONTRACTOR nor COUNTY intends to directly or substantially benefit a third party by this License Agreement. Therefore, the parties agree that there are no third party beneficiaries to this License Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this License Agreement.

11.6 NOTICES .

Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following:

COUNTY:

Governmental Center, Room 115 South Andrews Avenue, Room Fort Lauderdale, Florida 33301

FOR CONTRACTOR:

Either party may change its information provided in Section 11.6 herein by providing written notices to the other party using the notices procedures in


Section 11.6, "NOTICES" herein. As authorized in Section 1.3, the Contract Administrator may also be changed using the notices procedure in Section 11.6, "NOTICES" herein.

11.7 ASSIGNMENT AND PERFORMANCE . Neither this License Agreement nor any right or interest herein shall be assigned, transferred, or encumbered without the written consent of the other party, or unless expressly authorized herein. In addition, CONTRACTOR shall not subcontract any portion of the work required by this License Agreement except as provided in Exhibit ___ or as authorized by the Contract Administrator in writing. COUNTY may terminate this License Agreement, effective immediately, if there is any assignment, or attempted assignment, transfer, or encumbrance, by CONTRACTOR of this License Agreement or any right or interest herein without COUNTY’s written consent.

CONTRACTOR represents that each person who will render services pursuant to this License Agreement is duly qualified to perform such services by all appropriate governmental authorities, where required, and that each such person is reasonably experienced and skilled in the area(s) for which he or she will render his or her services.

CONTRACTOR shall perform its duties, obligations, and services under this License Agreement in a skillful and respectable manner. The quality of CONTRACTOR’s performance and all interim and final product(s) provided to or on behalf of COUNTY shall be comparable to the best local and national standards.

11.8 CONFLICTS. Neither CONTRACTOR nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with CONTRACTOR’s loyal and conscientious exercise of judgment and care related to its performance under this License Agreement.

CONTRACTOR further agrees that none of its officers or employees shall, during the term of this License Agreement, serve as an expert witness against COUNTY in any legal or administrative proceeding in which he, she, or CONTRACTOR is not a party, unless compelled by court process. Further, CONTRACTOR agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of COUNTY in connection with any such pending or threatened legal or administrative proceeding unless compelled by court process. The limitations of this section shall not preclude CONTRACTOR or any persons in anyway from representing themselves, including giving expert testimony in support thereof, in any action or in any administrative or legal proceeding.


In the event CONTRACTOR is permitted pursuant to this License Agreement to utilize subcontractors to perform any services required by this License Agreement, CONTRACTOR agrees to require such subcontractors, by written contract, to comply with the provisions of this section to the same extent as CONTRACTOR.

11.9 MATERIALITY AND WAIVER OF BREACH . COUNTY and CONTRACTOR agree that each requirement, duty, and obligation set forth herein was bargained for at arms-length and is agreed to by the parties in exchange for quid pro quo, that each is substantial and important to the formation of this License Agreement and that each is, therefore, a material term hereof.

COUNTY’S failure to enforce any provision of this License Agreement shall not be deemed a waiver of such provision or modification of this License Agreement. A waiver of any breach of a provision of this License Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this License Agreement.

11.10 COMPLIANCE WITH LAWS . CONTRACTOR shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this License Agreement.

11.11 SEVERANCE . In the event a portion of this License Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY and CONTRACTOR elects to terminate this License Agreement An election to terminate this License Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final.

11.12 JOINT PREPARATION . Each party and its counsel have participated fully in the review and revision of this License Agreement and acknowledge that the preparation of this License Agreement has been their joint effort. The language agreed to express their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. The language in this License Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

11.13 PRIORITY OF PROVISIONS . If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this License Agreement by reference and a term, statement, requirement, or provision of Articles 1 through 11 of this License Agreement, the term, statement, requirement, or provision contained in Articles 1 through 11 shall prevail and be given effect. The order of priority shall be as follows:


1. This License Agreement

2. Exhibits to this Agreement

3. CONTRACTOR’s Response to R___ No. _________________

4. R___ No. ________________

11.14 JURISDICTION, VENUE, WAIVER OF JURY TRIAL . This License Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. All parties agree and accept that jurisdiction of any controversies or legal problems arising out of this License Agreement, and any action involving the enforcement or interpretation of any rights hereunder, shall be exclusively in the state courts of the Seventeenth Judicial Circuit of Broward County, Florida, and venue for litigation arising out of this License Agreement shall be exclusively in such state courts., forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdiction device. In event federal jurisdiction is determined to be the exclusive jurisdiction, the parties agree that jurisdiction shall be solely in the United States District Court of the Southern District of Florida with all filings to done in Broward County, Florida. BY ENTERING INTO THIS LICENSE AGREEMENT, CONTRACTOR AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS LICENSE AGREEMENT.

11.15 AMENDMENTS . No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this License Agreement and executed by the award authority and CONTRACTOR.

11.16 PAYABLE INTEREST .

11.16.1 Payment of Interest . Except as required by the Broward County Prompt Payment Ordinance, COUNTY shall not be liable for interest for any reason, whether as prejudgment interest or for any other purpose, and in furtherance thereof CONTRACTOR waives, rejects, disclaims, and surrenders any and all entitlement it has or may have to receive interest in connection with a dispute or claim based on or related to this License Agreement.

11.16.2 Rate of Interest . In any instance where the prohibition or limitations of Section 11.16.1 are determined to be invalid or unenforceable, the annual rate of interest payable by COUNTY under this License Agreement, whether as prejudgment interest or for any other purpose, shall be .025 percent simple interest (uncompounded).

11.17 INCORPORATION BY REFERENCE. The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the parties. The


attached Exhibits are incorporated into and made a part of this License Agreement.

11.18 REPRESENTATION OF AUTHORITY. Each individual executing this License Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this License Agreement, duly authorized by all necessary and appropriate action to execute this License Agreement on behalf of such party and does so with full legal authority.

11.19 ENTIRE LICENSE AGREEMENT . In addition to the __________ Services Agreement, this License Agreement contains the entire agreement between CONTRACTOR and COUNTY. Any modifications to this License Agreement shall not be binding unless in writing and signed by both parties.

11.20 EFFECTIVE DATE. This License Agreement is effective upon the date signed by COUNTY's authorized representatives who will be the last party signing the Agreement.

11.21 COUNTY'S RIGHT TO TRANSFER LICENSE. COUNTY may assign this License Agreement to any person or entity that assumes the COUNTY’s functions as it relates to the use of the Licensed Software, including ,but not limited to, a surviving governmental entity in the event of any change in the manner or form by which COUNTY is organized, or any entity that contracts with the COUNTY that assumes the COUNTY’s functions as it relates to the use of the Licensed Software.

11.22 BANKRUPTCY RIGHTS OF COUNTY. All rights and licenses granted under or pursuant to this License Agreement or any attachments hereto by CONTRACTOR to COUNTY are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the "Code"), or replacement provision therefore, licenses to rights to “"intellectual property" as defined in the Code. The parties agree that COUNTY, as licensee of such rights under this License Agreement, shall retain and may fully exercise all of its rights and elections under the Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against CONTRACTOR under the Code, COUNTY shall be entitled to retain all of its rights under this License Agreement.

11.23 REFERENCES TO COUNTY. CONTRACTOR agrees that during the term of this License Agreement, CONTRACTOR may not reference COUNTY in CONTRACTOR’s Web site, and/or press releases, and, may not place COUNTY’s name and logo on CONTRACTOR’s Web site or in collateral marketing materials relating to CONTRACTOR’s products and services without prior review and written approval by COUNTY. Further, CONTRACTOR agrees that it may not use COUNTY’s name, logo or any


other trademarks (including in any press releases, customer "case studies," and the like) without COUNTY’s prior written consent.

Termination of this License Agreement shall not affect CONTRACTOR's obligation in this regard. Additionally, upon termination or expiration of the Maintenance portion, CONTRACTOR agrees it will discontinue any previously authorized use of COUNTY’s name and/or logo on any Web site, press release, or promotional literature.

11.24 MOST FAVORED NATION PRICING AND EXCLUSIVE ARRANGEMENT. The parties agree that the term "Most Favored Nation" shall mean that Services are offered to COUNTY by CONTRACTOR on terms and conditions, including price, that are at least as favorable as those offered to other entities that are comparable in size and scope to COUNTY. CONTRACTOR commits that the pricing provided to COUNTY shall be at least as low as for comparable volume levels and similar Deliverables and services as that provided to any other CONTRACTOR customer. CONTRACTOR agrees and covenants that it shall not enter or offer to enter into an agreement with any other entity to provide Deliverables and services comparable to the Deliverables and services in this License Agreement on pricing terms which are more favorable to such other entity than those set forth in this License Agreement.

11.25 TIME IS OF THE ESSENCE. Time is of the essence throughout this License Agreement.

11.26 OFFSHORE LIMITATION. CONTRACTOR shall not source any development and/or support for this License Agreement or transfer any County data outside the territorial limits of the United States of America, without the written approval of the Contract Administrator.

11.27 REMOTE ACCESS. The Parties envision that Support to County’s development and or test environment may be provided by remote electronic means (remote access). The manner, including any security restrictions, method, equipment, software and other considerations for remote access shall be provided by remote access (high speed on Broward end) on a request-by-request basis subject to Broward COUNTY’s internal security requirements. COUNTY, at its own expense, shall provide the equipment and software at its location to permit remote access. CONTRACTOR at its expense, shall provide the equipment and software at its location to permit remote access. Physical access for CONTRACTOR personnel to the System as necessary during Support to allow CONTRACTOR to perform Support shall be provided by COUNTY. In addition, COUNTY shall provide, within COUNTY’s premises, adequate space for Support to be performed on site. CONTRACTOR will assume their respective telephone access costs incurred to perform Support on the System by remote access. CONTRACTOR represents and warrants that while performing Support by remote access they


will use all commercially available methods to not transmit any type of undocumented software routines or other elements which are designed to or capable of permitting, allowing or causing: (a) unauthorized access to or intrusion upon; (b) disabling of; (c) erasure of; or (d) interference with any hardware, software, data or peripheral equipment whether directly or by transference.

In the event of a breach of this representation and warranty, CONTRACTOR shall be responsible for and pay the COUNTY for any and all actual harm, injury, damages, costs and expenses incurred by COUNTY by reason of the breach.

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Exhibit A - Licensed Software and Third Party Software


Exhibit B – Network and System Topology Recommendation and Hardware Configuration


Exhibit C – Maintenance Support Services

During the Maintenance Term of this Maintenance Agreement, CONTRACTOR shall supply COUNTY with Support for the System which shall include support for all Licensed Software, custom Software, Work Product, Third Party Software, changes, enhancements, extensions and modifications to the System resulting from the services performed by CONTRACTOR and as otherwise arising out of the System and Services Agreement, including Updates, Upgrades and Releases.

Support activities shall include but not be limited to:

A single-point, toll free telephone number and an accessible method for the logging of Priority Events through which COUNTY and/or CONTRACTOR shall report and log all Events. CONTRACTOR agrees to use commercial reasonable efforts to furnish such Support from 24 hours, 7 days a week.

Event Tracking and Management System. CONTRACTOR shall provide a documented process to track and manage its Maintenance Support for this Agreement.

CONTRACTOR shall accept, record, and track reported Events and keep COUNTY informed on Event status as resolution progresses.

CONTRACTOR shall maintain records of each EVENT which shall include but not be limited to:

Date and time of malfunction; Date and time of receipt of call and contact; Date and time of commencement of service by authorized service representative; Software or system function subject to malfunction; Description of malfunction and cause, if known; Corrective action taken; and Date and time and COUNTY representative who accepts corrective action. Remedial Resolution activities by employing best efforts to resolve Events. Correcting programming and coding errors which occur during the use of the System by COUNTY. Supplying Updates, Upgrades and Releases which shall provide corrections and enhancements to

the System. Supplying solutions to known System errors which affect the operation of the System.

CONTRACTOR shall provide both telephone advice and e-mail assistance by individuals with experience in functional and operational areas of the System regarding issues involving the usage of the System (rather than error correction), including, but not limited to, advice and assistance covering system, data base and software setup, operating environment, and general usage issues such as installation of devices, tuning the computer system for better performance, capacity and/or response times.

Prior notification of Releases, Updates, Upgrades and related Documentation, as CONTRACTOR may from time to time make available.

Delivery of Releases, Updates, Upgrades and related Documentation, as may from time to time be made available, at no additional fee, and ensure compatibility of such Releases, Updates, and Upgrades with the Deliverables provided pursuant to the Agreements, including but not limited to Enhancements, modifications, and Work Product.


CONTRACTOR shall maintain a level of version currency with the Third Party Software required to operate the System so long as the Third Party Software vendor continues to offer support for that version.

Replacement of Software as then configured by CONTRACTOR at no charge if destroyed or the media becomes damaged and such Software becomes unusable.

Provide reasonable off site assistance to help COUNTY install and operate each Update, Upgrade and Release. Because Updates, Upgrades and Releases are cumulative, each Update, Upgrade and Release is useful only if all prior applicable Updates, Upgrades and Releases have been obtained and installed. If COUNTY chooses not to install any Update, Upgrade or Release, CONTRACTOR shall maintain back level versions of the program(s) up to two Releases back.

Performance and Capacity Planning.

Performance and Capacity Planning ensures that COUNTY’s service level objectives are met. Both processes include tracking and trending procedures to keep abreast of potential problems with the CONTRACTOR System as configured for COUNTY. CONTRACTOR agrees to provide performance and capacity hardware and Software configuration requirements with each Update, Upgrade and Release that optimizes the then current COUNTY environment or at least once per annual maintenance period.

SERVICE LEVEL REPORTING. CONTRACTOR shall monitor and report to COUNTY actual service level performance for each Event. Upon request, CONTRACTOR shall provide reports and other supporting materials derived from the Event Tracking and Management System. The report(s) shall include an executive summary which quantifies the number of Events by severity broken down by month on a quarterly basis or as requested by COUNTY; percentage of Events which CONTRACTOR resolves within the defined response goals as defined in this Maintenance Agreement, and performance and capacity trends. In addition, CONTRACTOR shall include notification of upcoming Updates, Upgrades and Releases, relevant supporting documentation for each Event not currently resolved and Events that were not resolved within response goals. EVENT NOTIFICATION AND RESPONSE GOALS

COUNTY acknowledges that it will use reasonable care to determine whether an Event has occurred in the System. COUNTY shall contact CONTRACTOR and CONTRACTOR shall log the Event. The Contract Administrator shall assign an Event prioritization in accordance with the schedule of Events set forth herein. The parties agree that such prioritization is within the sole discretion of the Contract Administrator and shall be promptly and timely confirmed by CONTRACTOR.

Priority 1 Events. CONTRACTOR shall assign the Event its highest priority classification and devote the resources to resolve the Event in a timely manner. CONTRACTOR shall also provide status updates on a daily basis until the Event is resolved and accepted by the Contract Administrator. CONTRACTOR shall respond to COUNTY on all Priority 1 Events within thirty (30) minutes after COUNTY logs in the Event with CONTRACTOR. Further, CONTRACTOR shall use commercially reasonable efforts to resolve all Priority 1 Events within Four (4) hours after the Event is logged. Such resolution time frame will be suspended during any period in which CONTRACTOR is waiting for additional valid required information from COUNTY relating to said Priority 1 Event. In the event


CONTRACTOR is unable to resolve the Event within the time frame specified in the preceding sentences, then CONTRACTOR shall pay COUNTY as COUNTY’s exclusive remedy therefore, a liquidated damages amount for each day following the deadline specified above, the sum of ___ Thousand Dollars ($_000.00) per day until the Priority Event is resolved. Support Services once started, whether being provided on-site or by remote access, shall be continuous until the problem is resolved to the satisfaction of the Contract Administrator all in accordance with the provisions of this Maintenance Agreement. This provision shall not apply to problem(s) that are solely caused by COUNTY.

Priority 2 Events. CONTRACTOR will maintain a response time goal of One (1) hour after COUNTY logs in the Event with CONTRACTOR. CONTRACTOR shall use commercially reasonable efforts to resolve all Priority 2 Events within eight (8) hours after the Event is logged. Such resolution time frame will be suspended during any period in which CONTRACTOR is waiting for valid additional required information from COUNTY relating to said Priority 2 Event. In the event CONTRACTOR is unable to resolve the Event within the time frame specified in the preceding sentence then CONTRACTOR shall pay COUNTY as COUNTY’s exclusive remedy therefore, a liquidated damages amount of Hundred Dollars ($_00.00) per day until the Priority Event is resolved. Support Services once started, whether being provided on-site or by remote access, shall be continuous until the problem is resolved to the satisfaction of the Contract Administrator all in accordance with the provisions of this Maintenance Agreement. This provision shall not apply to problem(s) that are solely caused by COUNTY.

Priority 3 Events. CONTRACTOR shall maintain a response time of One (1) hour and shall resolve the Event within Three (3) business days of notification. CONTRACTOR shall provide status updates on the Event as it is resolved.

Priority 4 Events. CONTRACTOR shall maintain a response time of One (1) day and shall resolve the Event within Five (5) business days of notification. CONTRACTOR shall provide status updates on the Event as it is resolved.

The remedy of liquidated damages above shall not be interpreted to permit CONTRACTOR to cease its corrective actions in accordance with this Support Agreement.


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