Contract 2019-02A CONTRACTOR AGREEMENT
THIS AGREEMENT, is made and entered into this et day ofJQn L2t
2019, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation
under the laws of the State of Florida whose address is: 685 W. Montrose Street,Clermont,
Florida, (hereinafter referred to as "OWNER"), and COMPUTERS AT WORK!, INC.
D/B/A VTECH IO, whose address is: 2338 Immokalee Road, #151, Naples, Florida,
(hereinafter referred to as "CONTRACTOR").
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I— SCOPE OF WORK
The CONTRACTOR shall furnish all labor, WiFi solution hardware, software, installation
services, configurations of solutions, materials, equipment, tools, and perform all of the
work described in the specifications entitled:
RFP No. 18-037 titled Turnkey Installation of WiFi Solution;
as prepared by Owner and its agents shall do everything required by this Contract and the
other Contract Documents contained in the specifications, which are a part of these
Documents.
ARTICLE II —THE CONTRACT SUM
The OWNER shall pay to the CONTRACTOR, for the faithful performance of the
Contract, in lawful tender of the United States, and subject to addition and deductions as
provided in the Contract Documents and the Unit Price Schedule, attached hereto and
incorporated herein as Exhibit "A". The total contract sum shall not exceed ONE
HUNDRED NINETY THREE THOUSAND FIVE HUNDRED NINETY ONE
DOLLARS AND 61/100 CENTS ($193,591.61).
ARTICLE III—COMMENCEMENT AND COMPLETION OF WORK
1.) The CONTRACTOR shall commence work within ten (10) calendar days after
receipt of(i) Notice to Proceed, and (ii) receipt of all permits required to perform
the work, and the CONTRACTOR will substantially complete the same within One
Hundred Forty Five (145) days, unless the period for completion is extended
otherwise by the CONTRACT DOCUMENTS.
2.) The CONTRACTOR shall prosecute the work with faithfulness and diligence.
3.) The CONTRACTOR further declares he has examined the site of the work and that
from personal knowledge and experience or that he has made sufficient
investigations to fully satisfy himself that such site is correct and suitable for the
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work and he assumes full responsibility therefore. The provisions of this Contract
shall control any inconsistent provisions contained in the specifications. All
Drawings and Specifications have been read and carefully considered by the
CONTRACTOR, who understands the same and agrees to their sufficiency for the
work to be done. It is expressly agreed that under no circumstances, conditions or
situations shall this Contract be more strongly construed against the OWNER than
against the CONTRACTOR and his Surety.
4.) As-built drawings, warranties acceptable to OWNER must be submitted to the
OWNER before final payment will be made to the CONTRACTOR.
ARTICLE IV— PARTIAL AND FINAL PAYMENTS
In accordance with the provisions fully set forth in the General Conditions, and subject to
additions and deductions as provided, the OWNER shall pay the CONTRACTOR as
follows:
1.) CONTRACTOR shall submit a progress payment request by the third (3rd) day of
each calendar month for work performed during the preceding calendar month.
Upon CONTRACTOR's signature accepting the PARTIAL PAYMENT
AUTHORIZATION, the Owner shall make a partial payment to the
CONTRACTOR, within thirty(30) calendar days, on the basis of a duly certified
and approved estimate by the OWNER and the Engineer, for work performed
during the preceding calendar month under the Contract. To insure proper
performance of the Contract, the OWNER shall retain ten percent (10%) of the
amount of each estimate until final completion and acceptance of all work covered
by the Contract.
2.) Upon submission by the CONTRACTOR of evidence satisfactory to the OWNER
that all payrolls, material bills and other costs incurred by the CONTRACTOR in
connection with the construction of the work have been paid in full, and also, after
all guarantees that may be required in the Specifications have been furnished and
are found acceptable by the OWNER, final payment on account of this Agreement
shall be made within thirty(30) calendar days after completion of all work by the
CONTRACTOR covered by this Agreement and acceptance of such work by the
OWNER.
ARTICLE V—ADDITIONAL BONDS
It is further mutually agreed between the parties hereto that if, at any time after the
execution of this Agreement and the Surety Bonds hereto attached for its faithful
performance and payment of labor and materials, the OWNER shall deem the Surety or
Sureties upon such bonds to be unsatisfactory,or if,for any reason,such bonds cease to be
adequate to cover the performance and payments of the work, the CONTRACTOR shall,
at his expense, and within seven (7) days after receipt of Notice from the OWNER to do
so, furnish additional bonds, in such form and amounts, and with such Sureties as shall be
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satisfactory to the OWNER. In such event, no further payment to the CONTRACTOR
shall be deemed due under this Agreement until such new or additional security for the
faithful performance and for payment of labor and materials of the work shall be furnished
in manner and form satisfactory to the OWNER.
ARTICLE VI—DISPUTE RESOLUTION -MEDIATION
1.) Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary arbitration
or the institution of legal or equitable proceedings by either party.
2.) The Owner and CONTRACTOR shall endeavor to resolve claims, disputes and
other matters in question between them by mediation.
3.) The parties shall share the mediator's fee and any filing fees equally. The mediation
shall be held in the place where the Project is located,unless another location is mutually
agreed upon. Agreements reached in mediation shall be enforceable as settlement
Agreements in any court having jurisdiction thereof.
ARTICLE VII—INSURANCE AND INDEMNIFICATION RIDER
1.) Worker's Compensation Insurance-The CONTRACTOR shall take out and
maintain during the life of this Agreement Worker's Compensation Insurance for all his
employees connected with the work of this Project and, in case any work is sublet, the
CONTRACTOR shall require the subCONTRACTOR similarly to provide Worker's
Compensation Insurance for all of the latter's employees unless such employees are
covered by the protection afforded by the CONTRACTOR. Such insurance shall comply
with the Florida Worker's Compensation Law. In case any class of employees engaged in
hazardous work under this contract at the site of the Project is not protected under
the Worker's Compensation statute,the CONTRACTOR shall provide adequate insurance,
satisfactory to the Owner, for the protection of employees not otherwise protected.
2.) CONTRACTOR's Public Liability and Property Damage Insurance - The
Contactor shall take out and maintain during the life of this Agreement Comprehensive
General Liability and Comprehensive Automobile Liability Insurance as shall protect it
from claims for damage for personal injury, including accidental death, as well as claims
for property damages which may arise from operating under this Agreement whether such
operations are by itself or by anyone directly or indirectly employed by it, and the amount
of such insurance shall be minimum limits as follows:
(a) CONTRACTOR's Comprehensive General, $1,000,000 Each
($2,000,000 aggregate)
Liability Coverages, Bodily Injury Occurrence, & Property Damage
Combined Single Limit
(b) Automobile Liability Coverages, $1,000,000 Each
Bodily Injury&Property Damage Occurrence,
Combined Single Limit
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Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE
shall be amended to provide coverage on an occurrence basis.
3.) SubCONTRACTOR's Public Liability and Property Damage
Insurance-The CONTRACTOR shall require each of his subCONTRACTORs to procure
and maintain during the life of this subcontract, insurance of the type specified above or
insure the activities of his subCONTRACTORs in his policy, as specified above.
4.) Owner's and Constractor's Protective Liability Insurance-The Owner shall
procure and furnish an Owner's and Constractor's Protective Liability Insurance Policy
with the following minimum limits:
(a) Bodily Injury Liability&$1,000,000 Each($2,000,000 aggregate)
Property Damage Liability Occurrence
Combined Single Limit
5.) "XCU" (Explosion, Collapse, Underground Damage) - The
CONTRACTOR's Liability Policy shall provide"XCU"coverage for those classifications
in which they are excluded.
6.) Broad Form Property Damage Coverage,Products&Completed Operations
Coverages-The Constractor's Liability Policy shall include Broad Form Property Damage
Coverage, Products and Completed Operations Coverages.
7.) Contractual Liability Work Contracts - The Constractor's Liability Policy
shall include Contractual Liability Coverage designed to protect the CONTRACTOR for
contractual liabilities assumed by the CONTRACTOR in the performance of this
Agreement.
8.) Indemnification Rider
(a) To cover to the fullest extent permitted by law, the CONTRACTOR
shall indemnify and hold harmless the Owner and its agents and
employees from and against all claims, damages, losses and expenses,
including but not limited to attorney's fees, arising out of or resulting
from the performance of the Work, provided that any such claim,
damage, loss or expense (1) is attributable to bodily injury, sickness,
disease or death,or to injury to or destruction of tangible property(other
than the Work itself) , and (2) is caused in whole or in part by any
negligent act or omission of the CONTRACTOR, any
subCONTRACTOR, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable,regardless of
whether or not it is caused in part by a party indemnified hereunder.
Such obligation shall not be construed to negate, abridge, or otherwise
reduce any other right to obligation of indemnity which would otherwise
exist as to any party or person described in this Article.
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(b) In any and all claims against the Owner or any of its agents or employees
by any employee of the CONTRACTOR, any subCONTRACTOR,
anyone directly or indirectly employed by any of them or anyone for
whose acts any of them may be liable, the indemnification obligations
under this Paragraph shall not be limited in any way by any limitation
on the amount or type of damages,compensation or benefits payable by
or for the CONTRACTOR or any subCONTRACTOR under workers'
or workmen's compensation acts, disability benefit acts or other
employee benefit acts.
(c) The CONTRACTOR hereby acknowledges receipt of ten dollars and
other good and valuable consideration from the Owner for the
indemnification provided herein.
ARTICLE VIII —NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid,or by nationally recognized overnight courier
service to the address of the party set forth below. Any such notice shall be deemed given
when received by the party to whom it is intended.
CONTRACTOR: Computers at Work!, Inc. d/b/a vTECH io
2338 Immokalee Road, #151
Naples, FL 34110
Attn: Chris McDaniel, V.P. of Sales
OWNER: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE IX—MISCELLANEOUS
I) Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any
provision of this Agreement, the prevailing party shall be entitled to recover such
sum as the Court may adjudge reasonable as attorneys'fees at trial or on any appeal,
in addition to all other sums provided by law.
2) Waiver. The waiver by city of breach of any provision of this Agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or
of such provision itself and shall in no way affect the enforcement of any other
provisions of this Agreement.
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3) Severability. If any provision of this Agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision,or
part thereof, shall be deleted or modified in such a manner as to make the
Agreement valid and enforceable under applicable law, the remainder of this
Agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
4) Amendment. Except for as otherwise provided herein,this Agreement may not be
modified or amended except by an Agreement in writing signed by both parties.
5) Entire Agreement. This Agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all
prior and contemporaneous Agreements between the parties with respect to the
performance of services by CONTRACTOR.
6) Assignment. Except in the event of merger, consolidation, or other change of
control pursuant to the sale of all or substantially all of either party's assets, this
Agreement is personal to the parties hereto and may not be assigned by
CONTRACTOR, in whole or in part, without the prior written consent of city.
7) Venue. The parties agree that the sole and exclusive venue for any cause of action
arising out of this Agreement shall be Lake County, Florida.
8) Applicable Law. This Agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
9) Public Records. CONTRACTOR expressly understands records associated with
this project are public records and agrees to comply with Florida's Public Records
law, to include,to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does
not exceed the cost provided in this Florida's Public Records law or as
otherwise 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.
(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONTRACTOR upon
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termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. CONTRACTOR shall use reasonable efforts to provide all
records stored electronically must be provided to the CITY in a format that
is compatible with the information technology systems of the CITY.
(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352)241-7331.
ARTICLE X—CONTRACT DOCUMENTS
The Contract Documents, as stated in the Instructions to Bidders and herein made a part,
are as fully a part of this Contract as if herein repeated.
Document Precedence:
1) Contract Agreement
2) Technical Plan and Specifications
3) All documents contained in RFP No.: 18-037 titled Turnkey Installation of WiFi
Solution and CONTRACTOR's response thereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on g
this l day of T(\Val LA , 2019.
City of Clermont.. /Ar:8 O
Gail L. Ash, May r
Attest: A
AP df
Tracy Ackroyd Howe, City Clerk
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Computers at Work!, Inc. d/b/a vTECH io
By: C f� 1(2
(Signature) `` i c 1
CC�c, \c �L�1Ja��t� • t \ cr.&kLi� 0 SS
(Name &Title Printed or Typed)
Attest:
Corporate Secretary
(Name Printed or Typed)
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EXHIBIT A
2338 Immokalee Rd. #151 PROPOSAL
• Naples, FL 34110
vT E O Phone: (239) 514-2888 CAWQ12014
Fax: (239) 236-2232
www.vTECHio.com Nov 28, 2018
City of Clermont Chris McDaniel
Freddy Suarez Chris.McDaniel@vtechio.com
685 W. Montrose Street 727-200-0549
3rd Floor
Clermont, FL 34711
United States
Signature:
Date: PO#:
Proposal valid for 30 days Terms: Net 45 Days
• Dedicated Project Manager $28,650.00 1 $28,650.00
111 AP1130, outdoor rated, 2 radio 2x2 802.11a/b/g/n/ac, 1 10/100/1000, $571.14 64 $36,552.96
FCC regulatory domain, without power supply. Includes HiveManager
Connect& HiveCare Community.
▪ AP1130 outdoor antenna kit (2x2.4GHz 5dBi and 2x5GHz 5dBi) $101.18 64 $6,475.52
• SR2208P 8 Port Gigabit Ethernet Switch with POE+, 2 x GE dual media $328.32 55 $18,057.60
uplinks, 124W POE budget, Layer 2, Static routing (with US power cord).
Includes HiveManager Connect& HiveCare Community.
▪ Gigabit Ethernet SFP module - LX $125.96 55 $6,927.80
• HiveManager NG Perpetual license for one (1) Aerohive Device or 3 ATOM $129.41 119 $15,399.79
Can only be used with HiveManager NG NMS Virtual Appliance.
III 1 year Global Select Support for HiveManager NG Virtual Appliance for one $37.65 119 $4,480.35
(1) Aerohive Device or 3 ATOMs, includes phone, software, Support
Portal, and Hardware Advanced Replacement.
HiveManager NG Virtual Appliance. Software is delivered via download. $846.59 1 $846.59
Can be used with HiveManager NG Subscription SKUs or HiveManager NG
Perpetual License SKUs.
111 AP1130 Metal Hose Strap for 3-15 in diameter pole (Larger Pole) $15.18 55 $834.90
■ Limited free and paid network access for mobile users. The system will be $1,361.11 1 $1,361.11
configured to integrate with a cloud-based guest management platform
that can be customized at anytime by the City staff. It will include functions
to:
Control mobile guest session times
Control mobile guest upload/download bandwidth limits
Offer a cloud-based advanced captive portal system that can be
changed by the City staff members to change during different events
throughout the year.
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Advanced captive portal compliance functions to limit information
depending on the needs of the community while maintaining
compliance with laws regarding personally identifiable information (PII)
and other privacy laws.
Can obtain payment information for timed-based guest access. (3rd
Party payment system will be required, such as Stripe and/or Paypal.)
Obtain guest usage analytics over WiFi that establishes busy days,
times, and will be able to get comparisons to help determine if certain
events are busier than previous years.
Annual License fee (up to 25,000 connections)
N Advertising injection, event sponsorship and integrated payment systems $4,277.78 1 $4,277.78
are desired. The system will be configured to integrate with a cloud-based
advertising management platform that can manage and deliver digital
campaigns. It will include functions to:
Allow the City to promote local businesses through sponsorships to help
off-set capital and operating costs
Customized landing page that can be easily edited to include links to
city events, public information links, tourist information and will deliver
rotating banner advertisements
Deliver advertising campaign statistics to advertisers including
advertising impression counts, schedules, and click-through rates
This ad delivery will occur after mobile user authentication and upon
redirect from the captive portal
Annual License fee (up to 25,000 connections)
N Advanced Presence Analytics Option (Optional) $17,777.92 1 $17,777.92
(64) Traffic counts analytics engine for Passerbys, Visitors, Repeat
Visitors, Dwell times
E-mail and SMS Alert system (to detect crowd control conditions)
WiFi Traffic heat-mapping and Footfall
Annual License fee (per Access Point)
• Optional Platfrom Training (Optional) $138.89 1 $138.89
Optional Platform Training required- approximately 12 hours
IR HP Aruba Switch $13,079.72 2 $26,159.44
5406 (JL095A) is modular and includes 16 1/10gb ports
1gb modules (J9988A) are 24 Ports (QTY 2)
1100 watt PS (QTY 2)
▪ Labor for install on cabling $11,000.00 1 $11,000.00
i SUPERIOR ESSEX 6-O4P24-BK-RESS-NR $1,753.33 1 $1,753.33
▪ LEVITON ELECTRICAL 61110-RL6 CAT 6 JACK BLUE $1,250.00 1 $1,250.00
▪ LEVITON ELECTRICAL 69586-U48 CAT 6 48 PORT PATCH PANELS $1,073.33 1 $1,073.33
▪ LEVITONELECTRICALb41089-1WP 1 PORT SURFACE MNT BOX WHT $274.44 1 $274.44
Continued On Next Page ...
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▪ DITEK DTK-MRJ45C5E RJ45 IN/OUT MODULAR JACK CAT 6 $666.67 1 $666.67
MI LYNN ELEC LCLCDUPSM-1M DUPLEX SM LC/LC FIBER JUMPERS $1,412.22 1 $1,412.22
▪ ALLEN TEL AT8X8RCSC-24 8C PLUG FOR 24GA RND CRD $102.22 1 $102.22
• STAINLESS STEEL SCREW CLAMPS $485.56 1 $485.56
• Access Point Configuaration & Deployment $25,550.00 1 $25,550.00
State of Florida DMS WSCA Participating Addendum Contract(#43211500-WSCA-15-ACS)
Valencia College TRP Contract(#11-12/09)
Subtotal $193,591.61
Tax $0.00
Shipping $0.00
Grand Tota Total...WM $193,591.61
Pricing, Taxes, and Additional Information
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information available and may be subject to change. vTechio reserves the right to cancel quotes and orders arising from
pricing or other errors. Sales tax on products shipped is based on your "Ship To" address. Please indicate any tax-exempt
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estimate; final taxes will be listed on the invoice. If you have any questions regarding tax please send an e-mail to
Dl.peterson@vtechio.com
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