CN-700000-18003-AMD 2.pdf

Amendment #2

ATC-18-003

Personal Body Alarm (PBA) System Statewide

This Amendment (“Amendment’) effective the date fully executed below, to the Agency Term Contract ATC-18-003 (“Contract”) is between the State of Florida, Department of Corrections (“Department”) and Cornerstone Detention Products, Inc. (“Contractor”). The Department and Contractor are collectively referred to herein as the “Parties,” and individually as a “Party.” All capitalized terms used herein shall have the meaning assigned to them in the Contract unless otherwise defined.

1.0 MODIFICATIONS

In accordance with Section V. Amendments, of the above-referenced Contract, the following modifications are hereby applied:

1.1 Section V. Amendment, is revised as follows:

Unless otherwise provided herein, No oral modifications to this Contract are acceptable. Aall modifications to this Contract must be in writing and signed by both Parties except changes to Section VII., below. Any future amendments of the Contract, which alter the definition of the services, shall define the services in the same format as Exhibit A.

Notwithstanding the order listed in Section IV, amendments issued after Contract execution may expressly change the provisions of the Contract. If an amendment expressly alters the Contract, then the most recent amendment will take precedence.

1.2 Section VII. Contract Management, is revised as follows:

The Department employee who is primarily responsible for maintaining the Contract

Administration file is:

Contract Administrator

Bureau of Procurement

Florida Department of Corrections

501 S. Calhoun Street, Suite 328 327

Tallahassee, FL 32399-2500

Telephone: (850)717-3700

Email: Purchasing@fdc.myflorida.com

The Department’s Contract Manager is:

John McClelland, Construction Projects Consultant Facilities Management and Building Construction Florida Department of Corrections 501 600 S. Calhoun St. Street Tallahassee, FL 32399-2500 mailto:Purchasing@fdc.myflorida.com

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Telephone: (850) 717-3929 Email: John.McClelland@fdc.myflorida.com

The Department may appoint a different Contract Administrator or Manager, which will not require an amendment to the Contract, by sending written notice to the Contractor.

Any communication to the Department relating to the Contract shall be addressed to the Department’s Contract Manager, or designee.

The Contractor has assigned the following individual(s) to serve as the designated contact person(s) the Contractor’s Representative for this Contract:

Primary Contact: Contract Representative:

Jay Matthews, Regional Vice President Cornerstone Detention Products, Inc.

621 Poole Drive Garner, North Carolina 27529 Telephone: (919) 325-4324 Mobile: (334) 498-9277 Fax: (919)325-4326 Email: jmatthews@cornerstonedetention.com

The Department will direct Aall questions and customer service issues concerning this Contract shall be directed to the Contractor’s designated contact person(s), Representative above. It will be the designated contact person’s Contractor’s Representative’s responsibility to coordinate with necessary Department personnel, as required, to answer questions and resolve issues. The Contractor must provide written notice to the Department’s Contract Manager or designee, if a new employee is designated as the contact person Representative for this Contract.

1.3 Section VIII. Termination, C. Termination for Cause is revised as follows:

C. Termination for Cause

If a breach of this Contract occurs by the Contractor, the Department can may terminate the Contract for cause. The Department may elect to afford, at its exclusive option, an opportunity for the Contractor to cure the breach for cause within 30 calendar days upon written notice by the Department. Any breach of this Contract which is still left uncured by the Contractor after the Department has elected to provide 30 calendar days to cure (remedy) the breach, may result in the Department’s termination of this Contract upon 24 hours written notice by the Department. If the Department does not elect to afford an opportunity for allow the Contractor to cure a breach (e.g. instances of egregious Contractor conduct or other Contractor actions which may be harmful to the Department), the Department may immediately terminate this Contract for cause, upon 24 hours’ written notice to the Contractor, as described in this section. Notice shall be delivered by certified mail (return receipt requested), in person with proof of delivery, or by another method of delivery method whereby an original signature is obtained. If applicable, the Department may employ the default provisions in Chapter 60A-1, Florida Administrative Code (F.A.C.) Section 287.1351, F.S. The provisions herein do not limit the Department’s right to remedies at law or to damages in equity.

mailto:John.McClelland@fdc.myflorida.com mailto:jmatthews@cornerstonedetention.com

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1.4 Section X. Subcontracts, is revised as follows:

The Contractor is fully responsible for all work performed under this Contract. The Contractor may, upon receiving written consent from the Department’s Contract Manager or designee, enter into written subcontract(s) for performance of certain obligations under this Contract. No subcontract, which the Contractor enters into with respect to performance of any obligations under this Contract, shall in any way relieve the Contractor of any responsibility for the performance of its duties. All payments to subcontractors shall be made by the Contractor.

It is understood and agreed that the Department shall not be liable to any subcontractor for any expenses or liabilities incurred under the subcontract and that the Contractor shall be solely liable to the subcontractor for all expenses and liabilities under this Contract. All subcontractors are subject to the same background check requirements as are referenced in Exhibit A.

The Contractor may, with the prior written consent of the Department, enter written subcontracts for delivery or performance of services, as indicated in this Contract. No subcontract, into which the Contractor enters for the performance of any of its duties under the Contract, shall in any way relieve the Contractor of any responsibility for the performance of the Contract. All subcontractors, regardless of function, shall comply with the Department’s security requirements, including background checks, and all other Contract requirements. The Department is not authorized to make payments the subcontractor for services and commodities provided under the Contract.

The Contractor shall make all payments to subcontractors. If the Contractor utilizes a subcontractor, the Contractor shall pay the subcontractor within seven (7) business days after any payment is received from the Department, per Section 287.0585, F.S.

It is understood, and agreed upon, that the Department shall not be held accountable to any subcontractor for any expenses or liabilities incurred under the subcontract, and that the Contractor is solely responsible to the subcontractor within seven (7) business days, the Contractor shall pay the penalty to the subcontractor in the amount of one-half (1/2) of one percent (1%) of the amount due, per day, from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed 15% of the outstanding balance due.

1.5 Section XI. Price Decreases, is revised as follows:

The Contractor shall apply Aany price decrease effectuated during the Contract period term by reason of market change or special sales offered to other customers shall be passed on to the Department. This shall also apply to all in-place equipment on a rent or lease plan Such a price decrease applies regardless of whether any related equipment is rented or leased by the Department under the Contract. Price increases are not accepted rejected, unless otherwise stated. All prices are firm and shall be held for the duration of the Contract term. Equitable price adjustments shall only be considered if they are received and justified in accordance with PUR 1000, as referenced in Exhibit A Section (4)(e).

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1.6 Section XII. Additions/Deletions, is revised as follows:

During the term of the Contract, the Department reserves the right to add or delete the number of commodities or and services, when considered to be in its best interest and within the general scope of the Contract. Pricing shall be comparable to amounts awarded. Further, the Department reserves the right to add or delete institutions and/or satellite facilities to the list of delivery locations.

1.7 Section XIII. Other Conditions, A. Public Records is revised as follows:

A. Public Records

The Contractor agrees to (a) keep and maintain public records required by the Department in order to perform the service Contract; (b) upon request from the Department’s custodian of public records, provide the Department with a copy of the requested related records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as provided by law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the cContract term and following completion of the Contract if the Contractor does not transfer the records to the Department upon Contract expiration or termination; and (d) upon completion of the Contract, transfer, at no cost, to the Department all public records in possession of the Contractor or keep and maintain public records required by the Department to perform the service Contract. If the Contractor transfers all public records to the Department upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Department, upon request from the Department’s custodian of public records, in a format that is compatible with the information technology systems of the Department. Pursuant to §Section 287.058(1)(c), Florida Statute (F.S.), the Department is allowed to unilaterally cancel the Contract for refusal by the Contractor to allow public access to all documents, papers, letters, or other material made or received by the Contractor in conjunction with the Contract, unless the records are exempt from §Section 24(a) of Art. I of the State Constitution and either §Section 119.07(1), F.S. or §119.071, F.S.

If the Contractor has questions regarding the application of Chapter 119, Florida Statutes, to the Contractor’s duty to provide public records relating to this Contract, contact the custodian of public records at:

Florida Department of Corrections ATTN: Public Records Unit 501 South Calhoun Street

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Tallahassee, Florida 32399-2500 Telephone: (850) 717-3605 412-2664 Fax: (850) 922-4355 Email: CO.PublicRecords@fdc.myflorida.com Website:

https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkhn004w tw1eymm15f4x))/SupportHome.aspx

1.8 Section XIII. Other Conditions, D. Notices is revised as follows:

D. Notices

All notices required or permitted by this Contract shall be given in writing and by hand-delivery or email to the respective parties Unless otherwise required herein, the Parties shall provide all notices required or permitted by this Contract in writing, by mail, hand-delivery, or email to the respective Parties.

All notices by hand-delivery shall be deemed received on the date of delivery and all notices by email shall be deemed received when they are transmitted and not returned as undelivered or undeliverable. Both parties may change their contact information and Contract Manager by written notice given to the other party as provided above.

1.9 Section XIII. Other Conditions, G. Employee Status is revised as follows:

E. Employee Independent Contractor Status

This Contract does not create an employee/employer relationship between the pParties. It is the intent of the parties that the Department and Contractor The Parties are independent contractors under this Contract and neither is the employee of the other for all purposes, including, but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers’ Compensation Act, and the State’s unemployment insurance law. The pParties shall each retain sole and absolute discretion in the judgement of the manner and means of carrying out their Contract duties activities and responsibilities hereunder provided further that administrative procedures applicable to services rendered under this Contract shall be those of each individual party. Services and commodities provided by each pParty pursuant to under this Contract shall be subject to the supervision of each the other pParty. In providing such services performing this Contract, neither pParty nor its agents shall act as officers, employees, or agents of the other pParty. The pParties agree that they are separate and independent business enterprises, and that each has the ability to can pursue other opportunities.

This Contract shall not be construed as creating any joint venture or partnership employment relationship between the Parties and neither party will be liable for any obligation incurred by the other pParty, including, but not limited to, unpaid minimum wages and/or overtime premiums.

mailto:CO.PublicRecords@fdc.myflorida.com https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkhn004wtw1eymm15f4x))/SupportHome.aspx https://floridadoc.govqa.us/WEBAPP/_rs/(S(mxurvkhn004wtw1eymm15f4x))/SupportHome.aspx

Revised

EXHIBIT B

ATTACHMENT I, PRICE PAGE

Contractor’s Pricing

Amendment # 2 Page 7 of 10

All pricing provided below will be inclusive of all system components, documentation, testing, training, delivery, and installation required in this ITB. The estimated annual quantity is outlined below.

Submitted System Manufacturer: ACTALL PALS

CONTRACT YEARS ONE THROUGH FIVE

System Component Unit Cost Estimated Quantity

Extended Cost (Unit Cost Multiplied by

Estimated Quantity)

Central Console CPU. Intel i7 with ITB HD, Four (4) USB ports, Ethernet port DVD+-RW, Mouse, Keyboard, wired speakers, 24” LED monitor, Windows 10 Pro and UPS

$5,957.25

2 $11,914.50

Core PBA central console software suite upgrade of existing to provide real-time monitoring, alarm reporting and report generating capabilities.

$4,606.88 0 -

New 1st Core PBA central console software suite to provide real-time monitoring, alarm reporting and report generating capabilities. Includes 50 tags.

$9,993.75 1 $9,993.75

New 2nd Core PBA central console software suite to provide real-time monitoring, alarm reporting and report generating capabilities. Includes 50 additional tags. (100 total)

$20,889.38 1 $20,889.38

Increase tag licenses by 150 $9,945.00 0 -

Increase tag licenses by 400 $12,772.50 0 -

Increase tag licenses UNLIMITED $16,728.08 0 -

Database configuration $3,790.80 2 $7,581.60

Wireless PBA receiver $1,121.25 4 $4,485.00

Wireless repeaters $1,340.63 80 $107,250.40

PBA Transmitters $154.05 400 $61,620.00

Hourly rate for installation of system hardware (New Installations)

$164.78 250 $41,195.00

Per Hour

Hourly rate for installation of system programming and testing (New Installations)

$270.00 150 $40,500.00

Per Hour

Contract Years One through Five Annual Total Cost (Sum of All Extended Costs)

$305,429.63

Cornerstone Detention Products, Inc. 63-1196091 Name of Contractor FEIN

ATTACHMENT I, PRICE PAGE

Amendment # 2 Page 8 of 10

RENEWAL YEARS SIX THROUGH TEN

System Component Unit Cost Estimated Quantity

Extended Cost (Unit Cost Multiplied by

Estimated Quantity)

Central Console CPU. Intel i7 with ITB HD, Four (4) USB ports, Ethernet port DVD+-RW, Mouse, Keyboard, wired speakers, 24” LED monitor, Windows 10 Pro and UPS

$7,833.87 2 $15,667.74

Core PBA central console software suite upgrade of existing to provide real-time monitoring, alarm reporting and report generating capabilities.

$4,870.50 0 -

New 1st Core PBA central console software suite to provide real-time monitoring, alarm reporting and report generating capabilities. Includes 50 tags.

$10,505.00 1 $10,505.00

New 2nd Core PBA central console software suite to provide real-time monitoring, alarm reporting and report generating capabilities. Includes 50 additional tags (100 total).

$22,060.50 1 $22,060.50

Increase tag licenses by 150 $10,457.25 0 -

Increase tag licenses by 400 $13,417.75 0 -

Increase tag licenses UNLIMITED $17,619.75 0 -

Database configuration $4,985.10 2 $9,970.20

Wireless PBA receiver $1,473.57 4 $5,894.28

Wireless repeaters $1,761.98 80 $140,958.40

PBA Transmitters $201.51 400 $80,604.00

Hourly rate for installation of system hardware (New Installations) $173.81 250 $43,452.50

Per Hour

Hourly rate for system programming and testing (New Installations) $350.00 150 $52,500.00

Per Hour

Renewal Years Six through Ten Annual Total Cost (Sum of All Extended Costs)

$381,612.62

ATTACHMENT I, PRICE PAGE

Amendment # 2 Page 9 of 10

Description of Hourly Rate Unit Price

Initial Term Normal hourly rate for service technicians (service calls). This rate applies to scheduled and unscheduled service calls (8:00 a.m. to 5:00 p.m.

M-F).

$95.00

After-hours hourly rate for service technicians (service calls). This rate applies to scheduled and unscheduled service calls (after-hours and holidays).

$142.50

Renewal Term Normal hourly rate for service technicians (service calls). This rate applies to scheduled and unscheduled service calls (8:00 a.m. to 5:00 p.m.

M-F).

$115.00

After-hours hourly rate for service technicians (service calls). This rate applies to scheduled and unscheduled service calls (after-hours and holidays).

$172.50

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

ATTACHMENT I, PRICE PAGE

Amendment # 2 Page 10 of 10

Submitted System Manufacturer: Linear

Description Item

Number

Quantity Ordered

Per Order

Unit Price

Linear Transmitter (DNT00087) MDT-MOD

1-25

$29.37 $21.98

26-150 $19.98

151+ $17.48

Description Item Number Unit Price

Linear Wireless Access Controller (Receiver) AP-5 $131.75 $100.80

9 inch solid wire whip antenna 109186-01 $6.25 $4.80

9 inch solid wire whip antenna (10 pack) 109186-01 $60.31 $38.40

Donald M. Rochon, Executive Vice President 10/30/2017 Original Signature on File Date