Attachment_A__Draft_Contract.pdf

Brevard County BOCC Contract Number:

PUBLIC SAFETY PORTABLE & MOBILE RADIO

EQUIPMENT & MAINTENANCE

THIS CONTRACT by and between BREVARD COUNTY, Florida, a Political Subdivision of the State of Florida, (herein referred to as the “County), whose mailing address is 2725 Judge Fran Jamieson Way, Building C, Viera, FL, and, __________________ an entity authorized to do business in the State of Florida, (hereinafter the “Contractor”), whose principal address is

WITNESSETH:

WHEREAS, the County intends to competitively procure Portable & Mobile Radio Equipment and Radio Maintenance Services for the Brevard County Public Safety Radio System users; and

WHEREAS, the County advertised a competitive Initiative to Bid No. B-4-26-30 on (INSERT THE ADVERTISMENT DATE); and

WHEREAS, the Contractor submitted has been found to be the most responsible and responsive Contractor, who submitted the lowest responsive Bid for B-4-26-30, which is incorporated herein, to perform the Work; and

WHEREAS, the Contractor desires to perform such Work for the County in accordance with the terms and conditions of this Contract; and

WHEREAS, the Contractor agrees to sell and deliver the specified equipment to the County, ensuring that all items meet the agreed-upon specifications and standards; and

WHEREAS, the sale of the equipment will be executed under the conditions mutually agreed upon by both parties, including delivery schedules, warranties, and payment terms; and

WHEREAS, the Contract hereby certified that the Contract has been granted and possesses valid, current licenses to do business in the State of Florida and in Brevard County, Florida, issued by the respective State Boards and Government agencies responsible for regulating and licensing the work to be provided and performed by the Contractor pursuant to this Contract and for Bid B-4-26-30; and

WHEREAS, the selection and engagement of the Contract have been made by the County in accordance with the provisions of Section 287.05, Florida Statutes, “Procurement of commodities or contractual services,” and in accordance with the applicable Brevard County Board of County Commissioners’ Policies.

NOW THEREFORE, for and in consideration of the mutual promises herein contained and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged and confessed, the Parties hereby agree as follows:

SECTION 1: RECITALS

The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2: ADMINISTRATION

This Contract is administered by the Emergency Management Office, an office of the County.

SECTION 3: CONTRACT DOCUMENTS

A. The Contract Documents consist of this Contract, the Contractor’s Bid, all addenda issued during the bidding process, and all modifications, including contract amendments, issued after the execution of this Contract.

B. Unless stated otherwise in writing by the County, in the case of any conflict between the Contract Documents, which are incorporated herein by this reference, the order of precedence for the Contract Documents shall be (as applicable): (1) amendments to this contract (with those of later date having precedence over those of earlier date); this County Contract; (3) Bid B-4-26-30 Addenda (with those of later date having precedence over those of earlier date); (4) the County’s Bid B-4-26-30; (5) Contractor’s Bid Response; (6) any other associated documents.

SECTION 4: DEFINITIONS

A. “Equipment” shall mean the equipment, accessories, and miscellaneous items Contractor offers for sale to Brevard County at negotiated pricing as stated within this Contract.

B. “User terminal equipment” shall mean all mobile and portable radios, vehicular repeaters, radio chargers, and accessories.

C. “Services” shall mean those services to be provided by Contractor to the County pursuant to this Contract, including, but not limited to, maintenance, technical support, installations, training, labor, and testing.

D. “Software” shall mean computer software programs, software utilities, and source code or object code.

E. “Radio” is defined as all vehicular-mounted radios, personal portable radios, vehicular repeaters, portable radio chargers, and as otherwise specifically described as Equipment for maintenance in this Contract.

F. “Working Hours” are defined as 8:00 a.m. to 5:00 p.m. Monday through Friday, excluding holidays unless otherwise defined within this Contract.

G. "Emergency Services" shall mean services performed outside of Working Hours, twenty-four hours, seven days per week, including Federal and State holidays.

SECTION 5: SCOPE OF THE CONTRACT

The Contractor shall be prepared to furnish all labor, materials, equipment, machinery, tools, apparatus, and transportation to perform all work and services specified in the Scope of Services.

The parties expressly agree that any state or local government agency may, at the agency’s option, utilize this Contract to obtain service, maintenance, and parts for the agency’s equipment used in connection with its two-way radio communications under the same terms and conditions as the County. This Contract may also be utilized by any Federal government agency to obtain service, maintenance, and parts, at the agency’s option, operating on the Brevard County radio communication system under a valid user agreement with the County.

The Contractor shall be responsible for making available sufficient staffing to timely perform both the obligations under this Contract.

SECTION 6: TERM

The term of the Contract shall begin October 1, 2026, (Effective Date) and terminate on September 30, 2031.

SECTION 7: PAYMENTS

County shall pay the Contractor for Services and Equipment acquired under this Contract as provided in the Bid and make a part of this Contract by this reference. The County reserves the right to deduct from any contractor an amount invoiced for defective or nonconforming work, or for work not provided but invoiced. The County shall remit payment in accordance with the Florida Prompt Payment Act, Section 218.70, Florida Statutes et seq. The time frames for payment under the Florida Prompt Payment Act shall not begin to run until the service and parts provided are accepted by the County.

No extra charges of any kind will be allowed unless specifically agreed to in writing by authorized representatives of both parties.

SECTION 8: MISCELLANEOUS

A. Within ten (10) business days of receipt of a New Equipment Order, the Contractor will furnish the County with a proposal to fill such Order, including price and delivery time. The County may accept or reject any such proposal within ten (10) business days of receipt; any proposal not specifically accepted will be deemed rejected on the eleventh business day after receipt.

B. Service work made necessary by abuse or neglect (which is not under the Contractor's control) will be performed at the technical services rate, plus parts. Items that are not covered under Maintenance such as portable batteries, portable antennas, mobile antennas, and items abused or misused by the County, will be repaired and/or replaced under the pricing structure.

C. The County agrees to notify Contractor immediately if, at any time, it appears the Services and requirements set forth in this Contract are not being provided by Contractor to the County’s satisfaction. The notification shall be in writing, setting forth the nature of the work and/or the equipment that does not meet the County’s requirements.

D. Contractor shall maintain a minimum inventory of replacement equipment and parts available immediately in Brevard County to service User Terminal Equipment covered under this Contract. A copy of this inventory will be made available to the County by Contractor upon request. Contractor will ensure that all other parts, not maintained on the minimum inventory list, shall be available within a three (3) business day frame from the time of the service call.

E. Contract management meetings shall be held between Contractor and the County to discuss the performance of Contractor under the Contract, to discuss any special considerations that from time to time may arise regarding execution of the Contract, and to discuss issues pertinent to other users or municipal agencies with the Contract. Meetings shall be held quarterly as scheduled by the County; however, Contractor agrees to meet monthly if required by the County.

F. Before any piece of equipment can be added to this Contract, the County Radio System administration has the right of final determination of acceptance or rejection of that additional equipment based on good radio communications practices and procedures.

Contractor shall evaluate the equipment prior to its use or installation and bill either the User Agency or the County, depending on who is making the request, for time and materials for any required corrective actions at the technical services rate.

G. All radios added to the system must be integrated into Brevard County's centralized database to ensure consistent tracking and management. If a cloud-based system is utilized for this purpose, all devices must be registered and synchronized within the County’s centralized framework. This integration will streamline operations and enhance communication effectiveness across user agencies while maintaining data integrity and security standards.

H. Contractor acknowledges that remote programming capabilities or programming software for the Brevard County 800 MHz Radio System cannot be provided to any user agency.

Brevard County public safety radios should be exclusively programmed by the Contractor or the Brevard County radio administration group.

I. The contractor will not be able to load encryption keys onto the radios using the Brevard system. This restriction mandates that all encryption management be conducted by the radio administration group, adhering to the established protocols and security measures set forth by Brevard County.

J. All encryption features must be limited to Advanced Encryption Standard (AES). No Data Encryption Standard (DES) or proprietary encryption methods are permitted for use within the system. This requirement ensures a high level of security and compatibility across all user agencies, reinforcing the integrity of communications.

K. All radios must be equipped with multikey features to support various encryption keys for different agencies, thereby enhancing operational flexibility and security in multi-agency communications.

L. Contractor must explicitly state in writing when recommending or quoting radio equipment that any included radio features not supported by the Brevard Public Safety Radio System are excluded.

SECTION 9: WARRANTIES

A. Contractor warrants that all Services performed hereunder shall be free from defects in materials and workmanship and shall be the kind and quality necessary to assure performance of the equipment as intended and in accordance with the terms of this Contract.

B. Contractor will warrant all parts and materials as per the manufacturer’s warranty. The warranty period begins when the applicable agency under this Contract takes receipt of the equipment.

C. Replacement of any parts, equipment, and/or materials which are under warranty shall be performed without cost to the County for the parts, equipment, and/or materials, labor, or any shipping expense should the equipment be returned to the Original Equipment Manufacturer (OEM) facility for service.

D. If equipment is out of service for more than 30 days for warranty repair, the warranty period may be extended for the number of days the equipment is in possession of Contractor or OEM.

SECTION 10: INDEMNIFICATION

The Contractor shall indemnify and hold harmless the County and its agents and employees from and against all claims, damages, losses, and expenses, including attorney’s fees arising out of or resulting from the performance of its work under this Contract, where such claim, damage, loss, or expense is caused, in whole or in part, by the act or omission of the Contractor, or anyone directly or indirectly employed by the Contractor, or anyone for whose acts any of them may be liable, regardless of whether or not it is caused by in part by a party indemnified thereunder. In any and all claims against the County, or any of its agents or anyone directly or indirectly employed by the Contractor, or anyone for whose acts any of them may be liable, indemnification obligation under this paragraph shall not be limited in any way by a limitation on the amount or type of damages, compensation or benefits payable by or for the custodial contractor, under workers’ compensation acts, or other related policies of insurance. The parties acknowledge that specific consideration has been given in exchange for this provision.

SECTION 11: MODIFICATIONS TO CONTRACT

This Contract, together with any exhibits, attachments, task assignments, and schedules, constitutes the entire agreement between the County and the Contractor and supersedes all prior written or oral understandings. This Contract and any exhibits, task assignments, and schedules may only be amended, supplemented, or canceled by a written instrument duly executed by the parties hereto.

Should laws change requiring additional Services or significant cost increases, the Contractor and the County’s Purchasing Manager will negotiate an equitable price increase. The reverse will hold true should laws change requiring fewer Services or reductions in cost, in which case the Contractor and the County will negotiate an equitable price reduction.

SECTION 12: INSURANCE

The Contractor, at its own expense, shall keep in force and always maintain during the term of this Contract:

A. General Liability Insurance: General Liability Insurance issued by responsible insurance companies and in a form acceptable to the County, with a $ 1,000,000 combined single limit for each occurrence to include the following coverage: Operations, Equipment and Completed Operations, Personal Injury, Contractual Liability covering this contract, and Errors & Omissions.

B. Automobile Liability Insurance: Automobile Liability coverage shall be in the minimum amount of One Million Dollars ($1,000,000), which includes coverage for all owned, non-owned, and rented vehicles with a $ 1,000,000 combined single limit for each occurrence.

Workers’ Compensation and Employers Liability Insurance: Full and complete Workers’ Compensation Coverage for all employees of the contractor and subcontractors, as required by State of Florida law, shall be provided.

C. Professional Liability Insurance: in the amount of $ 1,000,000 per claim. Insurance Certificates: The Contractor shall provide the County with Certificate(s) of Insurance on all the policies of insurance and renewals thereof in a form(s) acceptable to the County. The General Liability and Automobile Liability Policies shall provide that the Brevard County Board of County Commissioners shall be an additional insured. The County shall be notified in writing of any reduction, cancellation, or substantial change of policy or policies at least thirty (30) days prior to the effective date of said action. All insurance policies shall be issued by responsible companies that are acceptable to the County and licensed and authorized under the laws of the State of Florida.

SECTION 13: ATTORNEY FEES, VENUE AND WAIVER OF JURY TRIAL

In the event of any legal action to enforce the terms of this Contract, each party shall bear its own attorney’s fees and costs.

Any action brought to enforce the terms or litigate the terms of this Contract shall be brought in the venue of Brevard County, Florida. Any Federal action may only be initiated in the Middle District Court, Orlando Division. Any action brought in either state or federal court SHALL BE NON-

JURY.

SECTION 14: ASSIGNMENTS

Contractor shall not assign any portion of this Contract without the written permission of the County.

SECTION 15: TERMINATION

If either party fails or refuses to perform any of the provisions of this Contract or otherwise fails to timely satisfy the provisions, either may notify the other party in writing of the nonperformance and terminate the Contract or such part of the Contract as to which there has been a delay or a failure to properly perform. Such termination is effective upon the party’s receipt of the Notice of Termination.

If award of this Contract was made as a result of application of local preference criteria as defined in Brevard County Resolution No. 2009-146, and the Contractor either falsified or misrepresented information that lead to the award by application of local preference criteria, or fails to maintain the requirements of the vendor category stated on the Local Vendor Affidavit of Eligibility through completion of the Contract, the County may terminate the Contract immediately. Such termination is effective upon the party’s receipt of the Notice of Termination.

Termination for nonperformance and/or failure to maintain the requirements of a local vendor category upon which the Contractor was awarded may be used for consideration for future awards.

The County is only responsible for payment for work completed or services provided prior to the effective date of termination.

SECTION 16: INDEPENDENT CONTRACTOR

The Contractor shall perform the services under this Contract as an independent contractor, and nothing contained herein shall be construed to be inconsistent with this relationship or status.

Nothing in this Contract shall be interpreted or construed to constitute the Contractor or any of its agents or employees to be the agent, employee, or representative of the County.

SECTION 17: RIGHT TO AUDIT RECORDS/PUBLIC RECORDS

The County and its auditors shall be entitled to audit the books and records of the Contractor to the extent that such books and records relate to the performance of this Contract. Said records shall be made available, upon request, for audit purposes to Brevard County and its auditors. Such books and records shall be maintained by the Contractor for a period of three (3) years from the date of final payment under this Contract unless a shorter period is otherwise authorized in writing.

Both parties understand that Brevard County is subject to the Florida Public Records Law, Chapter 119, Florida Statutes, and all other applicable laws. If records provided by the Contractor do not fall under a specific exemption under Florida or federal law, the records provided by the Contractor to the County must be provided to anyone making a public records request. It will be the Contractor’s duty to identify the information that it deems exempt under Florida or federal law and identify the statute number that requires the information to be held exempt.

Should any person or entity make a public records request of the County which requires or would require the County to allow inspection or provide copies of records which the Contractor maintains are exempt under the Public Records Law or otherwise confidential, it shall be the Contractor’s obligation to provide the County within 24 hours (not including weekends and legal holidays), or notification by the County to the Contractor of the records request, of the specific exemption or confidentiality provision to allow the County to comply with the requirements of Florida Statute 119.07(1)(e) and (f). Should the County face any kind of legal action to require or enforce inspection or production of any records provided by the Contractor to the County, which the Contractor maintains are exempt or confidential from such inspection/production as a public record, the Contractor shall hire and compensate attorney(s) who shall represent the interests of the County as well as the Contractor in defending such action. The Contractor shall also pay any costs to defend such action and shall pay any costs and attorney fees which may be awarded pursuant to Fla. Stat. 119.12.

SECTION 18: SECTION 508 ACCESSIBLE DOCUMENTS

The Contractor agrees that all documents that are part of, required by, or a direct result of this Contract shall follow Section 508 of the United States Rehabilitation Act. Complex maps, blueprints, plats, and construction/building plans are exempt.

SECTION 19: UNAUTHORIZED ALIEN WORKERS AND E-VERIFY

Brevard County will not intentionally award publicly-funded contracts to any contractor who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e)(Section 274A(e) of the Immigration and Nationality Act “INA”). The County shall consider a contractor’s intentional employment of unauthorized aliens as grounds for immediate termination of this Contract.

Employment Eligibility Verification (E-Verify):

The Contractor:

1) Shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the contract; and

2) Shall expressly require any subcontractors performing work or providing services pursuant to this Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the term of this Contract; and

3) Agrees to maintain records of its participation and compliance with the provisions of the E- Verify program, including participation by its subcontractors as provided above, and to make such records available to the County consistent with the terms of the Contractor’s enrollment in the program. This includes maintaining a copy of proof of the Contractor’s and subcontractors' enrollment in the E-Verify Program.

Compliance with the terms of this section is made an express condition of this Contract, and the County may treat a failure to comply as a material breach of this Contract.

A contractor who registers with and participates in the E-Verify program may not be barred or penalized under this section if, as a result of receiving inaccurate verification information from the E-Verify program, the contractor hires or employs a person who is not eligible for employment.

Nothing in this section may be construed to allow intentional discrimination of any class protected by law.

Contractor shall execute a Confirmation of E-Verify Form, which shall be incorporated herein and referred to as Attachment “H.”

SECTION 20: FEDERAL TAX ID NUMBER

The Contractor shall provide to the County their Federal Tax ID Number or, if the Contractor is a sole proprietor, a Social Security Number.

SECTION 21: EMPLOYMENT

The Contractor shall not engage the services of any person or persons now employed by the County, including any department, agency, board or commission thereof, to provide services relating to this contract without written consent from the County.

SECTION 22: PUBLIC ENTITY CRIMES

A person or affiliate 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 a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.

SECTION 23: OBLIGATIONS

The County's obligations set forth in this Contract shall be performed by the County in a timely and proper fashion to allow the Contractor to timely perform its obligations under this Contract.

During the term of this Contract, the Contractor shall furnish all the Services specified in this Contract. Contractor understands and agrees that this is a requirement and that the County has no responsibility or obligation to assist the Contractor in providing the required services.

SECTION 24: EXCUSABLE DELAYS

In the event of any delay or failure excused by this Section, Contractor shall, as soon as practical, notify County and shall at the same time, or at the earliest practical date after such notice, specify the revised delivery and performance dates. In the event of such delay, the time of delivery or of performance shall be extended for a reasonable period to compensate for the time lost by Contractor by reason of the delay. Contractor shall not be liable for delays in delivery or failure to perform due directly or indirectly to:

Causes beyond Contractor's reasonable control,

a) Acts of God, acts (including failure to act) of any governmental authority (de jure or de facto), wars (declared or undeclared), riots, revolutions, strikes or other labor disputes, fires, floods, sabotage, nuclear incidents, earthquakes, storms, epidemics,

b) Contractor's inability to timely obtain necessary materials, items, components or services from suppliers who are affected by the foregoing circumstances or

c) The failure of the County to perform its obligations hereunder in a timely manner. The foregoing shall apply even though any of such causes exists at the time of signature of the Contract by Contractor or occurs after delays in Contractor's performance of its obligations due to other reasons.

SECTION 25: PUBLIC RECORDS – EXEMPTIONS AND HOMELAND SECURITY

If Contractor receives any request for any records maintained or created pursuant to this Contract, before the Contractor (meaning any of its officers, agents, employees or subcontractors) provides records to anyone other than designated representatives of the County, it shall inform the designated representative of the County of the request for records by faxing or emailing the representative a copy of the request or a written description of the request. The Contractor shall not release any records until it receives approval from the County’s designated representative. All records must be reviewed for compliance with the Florida Public Records Act and the federal Homeland Security Act.

If the Contractor fails to comply with this paragraph on records, it shall reimburse the County for any attorney’s fees and costs it incurs to retrieve such records, for any damages the County sustains as a result of the release of the records, and for the replacement of any systems, equipment, software, etc. necessary to maintain the security of the County’s two-way radio system.

SECTION 26: SCRUTINIZED

a) The Contractor certifies that it and its subcontractors are not on the Scrutinized Companies that Boycott Israel List. Pursuant to Section 287.135, Florida Statutes, the County may immediately terminate this Contract at its sole option if the Contractor or its subcontractors are found to have submitted a false certification; or if the Contractor or its subcontractors are placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Contract.

b) If this Contract is for more than one million dollars, the Contractor certifies that it and its subcontractors are also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or engaged with business operations in Cuba or Syria as identified in Section 287.135, Florida Statutes.

Pursuant to Section 287.135, Florida Statutes, the County may immediately terminate this Contract at its sole option if the Contractor, its affiliates, or its subcontractors are found to have submitted a false certification; or if the Contractor, its affiliates, or its subcontractors are placed on the Scrutinized Companies that Boycott the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Contract.

c) The Contractor agrees to observe the above requirements for applicable subcontracts entered for the performance of work under this Contract.

d) As provided in Section 287.135(8), Florida Statutes, if federal law ceases to authorize these contracting prohibitions, then they shall become inoperative.

SECTION 27: CONSTRUCTION OF CONTRACT

The parties hereby acknowledge that they fully reviewed this Contract, its attachments, and had the opportunity to consult with legal counsel of their choice, and that this Contract shall not be construed against any party as if they were the drafter of this Contract.

SECTION 28: NOTICE

Notice under this Contract shall be given by certified mail or hand delivery as follows:

To Brevard County:

Brevard County Emergency Management 1751 Huntington Dr Rockledge, Florida 32955

ATTN: Emergency Management Director

To the Contractor:

ATTN: __________________________

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[SIGNATURES ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the Parties have hereunto set their hands and affixed their respective seals on the date of the last signature below.

BREVARD COUNTY BOARD OF COUNTY

COMMISSIONERS

By:

Name:

Title:

Date:

ATTEST/AUTHENTICATED:

By:

Name:

Date:

REVIEWED FOR LEGAL FORM AND

CONTENT: Office of the County Attorney

By: ___________________________

Name: ________________________

Date: _____________

Contractor:

By:

Name:

Title

Date:

ATTEST/AUTHENTICATED:

By:

Name:

Date: