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HomeMy WebLinkAboutReso 2006-944 RESOLUTION NO. 2006--9!1~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AWARDING BID NO. 06-05-01 TO AND ENTERING INTO AN AGREEMENT WITH INTERNA TIONAL BUSINESS MACHINES (IBM) FOR A WIRELESS ISLAND, IN AN AMOUNT NOT TO EXCEED SEVENTY-FOUR THOUSAND FOUR HUNDRED TWENTY- FIVE DOLLARS ($74,425.00), ATTACHED HERETO AS EXHIBITS "A" AND "B", RESPECTIVELY; AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THE TERMS OF THE AGREEMENT; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City is in need of a strategy and design development services for wireless broadband telecommunications infrastructure; and WHEREAS, the City issued and advertised Request for Proposals No. 06-05-0 I Wireless Island: Solution Strategy and Design for Wireless Broadband Telecommunications Infrastructure, attached hereto as Exhibit "A", for which International Business Machines ("IBM") was the sole respondent; and WHEREAS, the City's bidding procedures provide for award of bid in the event of a sole response, if the City Manager finds the price submitted is fair and reasonable, and that other prospective bidders had reasonable opportunity to respond; and WHEREAS, the City's bidding procedures further provide that the City Manager reserves the right, if it is in the best interests of the City, to negotiate with the sole respondent for the best terms, conditions, and price; and WHEREAS, staff has determined the proposal from IBM is a responsive, responsible bid whose price, terms, and conditions are reasonable and customary; and WHEREAS, the City wishes to enter into an agreement with IBM for the Wireless Island: Solution Strategy and Design for Wireless Broadband Telecommunications Infrastructure, in an amount not to exceed Seventy-Four Thousand Four Hundred Twenty-Five Dollars ($74,425.00), attached hereto as Exhibit "B"; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Incorporation of Recitals. The recitals set forth in this resolution are incorporated herein by reference as if fully set forth herein. Section 2. Award of Bid and Approval of Agreement. The City Commission hereby awards RFP No. 06-05-01 to and enters into an agreement with International Business Machines for Wireless Island: Solution Strategy and Design for Wireless Broadband Telecommunications R2006-lbm Agmt Wireless Island Rfp 06-05-01 Page I of2 Infrastructure, in an amount not to exceed Seventy-Four Thousand Four Hundred Twenty-Five Dollars ($74,425.00), attached hereto as Exhibit "A" and Exhibit "B", respectively. Section 3. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreement. Section 4. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate the terms of this Agreement. Section 5. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 20th day of July, 2006. ~ <: -f! ~ . (.- ATTE'~h: " . ,'. . I. ~. \, '-- d'. ;;" @:">':::::~""'i':~':'~': , .-'-1 :'~.' ,1~. .~ ,: ,I. ~_. t., ~! Jane A. Hines, cryic, City Clerk \ " . 'VPvrJ 4 .~ -,. ~, ') ~ ::-,~.. .~. AS TO FORM FFICIENCY: Moved by: c...o)\;WVu~..~~ TG,L~{,/~ Seconded by: Cnlvwi\l~ ~\ bl'JfR fJ:Ll\1- ~ Vote: S-(:) Mayor Edelcup Vice Mayor Brezin Commissioner Goodman Commissioner Iglesias Commissioner Thaler V' (Yes) V(Y es) ~(Yes) ~Yes) ~(Yes) _(No) ----,-(No ) _(No) _(No) _(No) R2006-lbm Agmt Wireless Island Rfp 06-05-01 Page 2 of2 CITY OF SUNNY ISLES BEACH WIRELESS ISLAND: SOLUTION STRATEGY AND DESIGN FOR WIRELESS BROADBAND TELECOMMUNICATIONS INFRASTRUCTURE City of Sunny Isles Beach Request For Proposals No. 06-05-01 May 24, 2006 Exhibit "A" SiB INTRODUCTION The City of Sunny Isles Beach (hereafter referred to as "The City") is seeking proposals to prepare a solution strategy and design which would be used to facilitate the creation of a wireless broadband telecommunications infrastructure for City government, private businesses, and Sunny Isles Beach residents in a non-proprietary environment. The City seeks an experienced System Integrator with wireless broadband deployment experience to provide consulting services. The selected vendor will be expected to provide solution strategy and design services which will provide for the following: · Prepare a master project plan for the strategy and design · Assess Community Need for a WiFi Network and Potential Benefits · Identify Best Practices and Business Models from other Communities · Preparation of business case · Assess Existing City Telecommunications Planning, Infrastructure, and Initiatives · Perform a detailed wireless/RF site survey · Recommend Options for a Community Wireless Broadband Communications System · Compare Options and Implementation Plans for Each Recommended Option · Provide the Recommended Design for the Wireless Broadband Solution · Provide estimated costs for budgeting purposes, for both the initial required capital expenditure as well as the ongoing operating and maintenance expenses for the recommended design, for periods of 3 years and 5 years. · Provide a detailed project plan for implementation of the recommended design, to be included as a part of the construction/bid documents · Prepare construction/bid documents for the City to issue a formal bid for construction and operation of the wireless broadband telecommunications infrastructure The Integrator will also be required to provide presentations on the recommendations and conclusions of the Strategy and Design to City decision makers, community stakeholders, and others in a public setting, and possibly on various occasions. ~/B r.:J . '. OBJECTIVES To address the issues identified by The City and achieve the goals stated by The City, the Solution Strategy and Design will make recommendations regarding City participation in a wireless broadband network that will be guided by the following general criteria for selecting a solution (in order of highest to lowest importance to the City): · Public safety utilization (including security and roaming aspects related thereto) · Other city worker utilization (building inspectors, lifeguards, city shuttle busses, etc) · Affordability · Reliability · Public Access · Flexible, open standards based network · Open access by residential high-rises located within city limits, to allow them to tie-in to the network with their own existing or new infrastructure SIB BACKGROUND INFORMA TION Sunny Isles Beach, the City of Sun and Sea, is located on a barrier island in the northeast corner of Miami-Dade County, bounded by the Atlantic Ocean on the east and the Intracoastal Waterway on the west. Golden Beach lies to the north, Bal Harbour and Haulover Park are immediately to the south. Sunny Isles Beach is midway between downtown Miami and Fort Lauderdale with easy access to business centers, entertainment, sports and recreational facilities, and tourist attractions. Residents and visitors can fly into either Miami International or Fort Lauderdale/Hollywood International airports, or cruise into the Port of Miami or Port Everglades and be in Sunny Isles Beach within 20 to 30 minutes. Almost one million vacationers visit Sunny Isles Beach annually to enjoy the 2 12 mile-long fine sand beach and outdoor amenities such as water sports, boating, fishing, and tennis as well as the abundant shopping, dining and entertainment options nearby. The landmark fishing pier is a local favorite while the beautiful Samson Oceanfront Park provides a children's play area and space to relax; meet friends and enjoy the sunrise. The City is experiencing a major redevelopment renaissance on the east side of Collins Avenue, the main thoroughfare. Zoning laws ensure that view corridors and beach access pathways will always offer residents a life with a view. To the west of Collins Avenue, the City is building parks, improving the infrastructure and laying the groundwork for future redevelopment. The emphasis of most of the redevelopment is on residential condominium construction. The City is steadily replacing outdated motels with luxury residential oceanfront development. Much of the residential construction is not for year-round occupancy, however the statistics show a steady growth in young families who desire to be near the ocean. S~B SCHEDULE OF EVENTS The City intends this procurement to progress in a series of orderly steps. The schedule below has been developed in order to provide adequate information for vendors to prepare definitive proposals and to permit the City to fully consider various factors that may affect its decision. However, should conditions warrant changing any of these dates, proposing vendors will be notified. SIB REQUIRED PROPOSAL FORMA T In order to maintain comparability, enhance the review process, enable the City to perform a fair analysis and evaluation of proposals, it is required that proposals be organized in a uniform format. Each vendor must furnish all requested information in the following format. I. Business Proposal a. Introductory Letter b. Executive Summary c. Vendor Qualifications and Experience Summary d. Project Approach and Plan of Work 1. Project Management Structure and organization of assigned staff ii. Understanding of the project and the tasks to be performed 111. Sensitivity to public concerns IV. Sample similar project plan v. Sample similar project schedule e. References f. Personnel Qualifications II. Technical Proposal a. Project Scope - overview of deliverable components b. Communication Plan - define what regular communications will be required, what format (meeting, report, conference call, etc), and required attendees. c. Detailed wireless site survey - methodology d. Recommended design - methodology 1. Backbone ii. Backhaul 111. WLAN Security IV. Wireless mesh III. Cost Proposal IV. Additional Information SiB SCOPE OF SERVICES The Scope of Services to be used as a general guide and is not intended to be a complete list of all work necessary to complete the project. The following work tasks are assumed necessary to prepare the Wireless Broadband Solution Strategy and Design: I. Assess Community Need for a WiFi Network and Potential Benefits a. Describe residential and business access to wireless broadband networks, e.g., WiFi hotspots. b. Project demand for wireless broadband servIces from all sectors of the community: 1. Individuals ii. Businesses lll. Schools, colleges and universities IV. Community based organizations v. Community media VI. Government c. Prioritize City drivers justifying a Wireless Broadband Network II. Identify Best Practices and Business Models from other Communities d. Identify the best practices and business models that other jurisdictions have employed from among the broad range of approaches to creating community wireless broadband networks. e. Review potential ownership and operating structure for The City including, but not limited to: 1. 100% municipal ownership and operation of the network ii. 100% community based non-profit ownership and operation of the network ,\, 111. publici private partnerships between local government and a pnvate entity that owns and operates the network IV. a hybrid where the municipality owns and a private entity operates the network (by "municipality," we include all units of local government, including counties, municipal utilities, utility districts and joint power- like arrangements.) SiB III. Assess Existing Telecommunications Planning, Infrastructure, and Initiatives f. Evaluate existing telecommunications strategies and plans, The City's initiatives, supporting studies, as well as plans of major City departments and agencies, such as Public Safety, Department of Public Works, the Public Schools and any other departments that have plans in place for wireless commUlllcatlOn. g. Estimate The City's current wireless related expenditures. h. Review and evaluate the telecommunications assets The City owns or has access to that are being used or could be used to meet its internal telecommunications needs or to serve the public, including but not limited to: 1. fiber optic cable 11. conduit suitable for fiber 111. radio communications facilities IV. towers, poles and buildings suitable for installing radio communications facilities. 1. Explore and discuss opportunities for The City to make its telecommunications assets available to third parties and how this might be done in a way that is compatible with or can support a wireless network. J. Describe opportunities for expanding The City's telecommunications assets in conjunction with ongoing or planned Public Works infrastructure projects. k. Identify alternative private sector mounting assets IV. Recommend Options for a Community Wireless Broadband Communications System in Sunny Isles Beach 1. Recommend two options for The City (based on The City's needs) from among the best practices and business models in other jurisdictions and explain the differences between them. m. Briefly explain the business model for each option. n. Explain how services will be offered. o. Rank the options based on their ability to meet the objectives described in the introduction and their likelihood of success. Ideally, the options should represent a range in cost and risk to The City. V. Compare Options and Plans for Implementation of Each Recommended Option Closely examine the three most promising options for The City's needs by presenting implementation plans and requirements for each option. For each option, describe a SIB plan for installing, maintaining and operating a wireless broadband system. The plan should specifically include: p. proposed technical standards q. the bandwidth that will be available to individual users r. a specific plan for meeting The City's internal needs s. the geographical reach of the system beyond The City to meet City agency needs t. provisions for ensuring that data is secure u. the use of City telecommunications assets, such as conduit, and poles v. a schedule for installation and activation of the network w. a plan for operating, monitoring and maintaining the network x. the proposed operating and business support systems VI. Provide the Design for the recommended Wireless Broadband Solution Architect and design the recommended solution to include all components of the City Wireless Broadband Solution and related capital and ongoing operations and management strategy. Provide The City's cost of installing and maintaining the wireless broadband system _ should include all relevant factors. SIB TERMS AND CONDITIONS Authorized Contact All questions about this Request for Proposals (RFP) shall be submitted in writing to: Name Derrick Arias Title IT Director Address City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Fax Number 305-792-1644 Email Address Wifi-rfp@sibfl.net No contact with any person other than the Authorized Contact is permitted until such time as the City Manager or his designee makes a written recommendation of award or rejection of bids. Violation of this provision may be grounds for immediate disqualification. Closing Date All PROPOSALS ARE DUE AND MUST BE SUBMITTED TO City Clerk , AT City of Sunny Isles Beach, 18070 Collins Avenue, Sunny Isles Beach, FL 33160 , NO LATER THAN JUNE 22,2006 AT 10:00 AM. ANY PROPOSALS RECEIVED AFTER THAT TIME WILL BE REJECTED. THE CITY IS UNDER NO OBLIGATION TO RETURN PROPOSALS. Mandatory Proposal Response Requirements · Proposal with information regarding proposer's plan to comply with the requirements of the Scope of Work and the RFP. · Company profile including, but not limited to, a business overview, age of business, names addresses of persons having a financial interest in the company, state of incorporation, number of employees, annual revenue of the firm, summary of experience provided to government agencies, any other information that will permit the City to make a determination of the capability of the proposer to meet the contractual requirements. · Biography of the key personnel proposed to provide the Services to the City and those persons experienced in providing the Services requested by this RFP. · Cost analysis the Services requested. This should include all fees and costs associated with the proposal for both the initial required capital expenditure as well as the ongoing operating and maintenance expenses for the recommended design, for periods of 3 years and 5 years, hourly rates of principals, associates and support staff providing SIB the Services. If the firm is proposing a fixed annual fee for services then the firm shall provide the basis and what Services will be included in the fixed fee. · Two (2) years of the most recent annual financial statement since the last available financial statement. · List of clients and references including the names, titles, addresses and phone numbers of key contacts for five (5) clients that are existing customers of the proposer's firm and the identification of any customer! clients that have terminated services in the past two years. Incomplete information All information requested shall be submitted. Failure to submit all of the information requested may result in disqualification, a request for prompt submission of missing information or materials or lowered evaluation of the proposal. The City may reject proposals that are substantially incomplete or lack essential information. Ownership of Material All data, material and documentation originated and prepared for the City in response to this RFP shall exclusively belong to the City. Withdrawn Proposals A proposer may withdraw its proposal at any time prior to the due date specified for the Closing Date for the acceptance of the proposals. Modification of Proposal No proposal shall be modified after the Closing Date, except at the request of the City or with the City's written consent. Rejection of All Bids The City reserves the right, for any or no reason and in its sole and absolute discretion, to: (1) amend, in whole or in part, withdraw or cancel this RFP and (2) accept or reject any and all proposals prior to the execution of the Contract with the Successful Proposer(s), for any reason and with no penalty to the City. Selection of Successful Proposer(s) Notwithstanding any other provision of this RFP, the City reserves the right to award this contract to the Sucessful Proposer(s) that best meets the requirements of this RFP, and not necessarily to the lowest bidder. Once a Successful Proposer(s) has been selected, the City Manager will issue a Notice of Recommendation of A ward to the City Commission. The award recommendation will be considered by the City Commission. The City Commission may award the contract in whole to one Successful Proposer or in part to several Successful Proposers. Neither the City Manager's recommendation of award or the award by the City Commission shall bind the S~B City until the Contract is approved by the City Commission and is thereafter executed by the Mayor. Negotiation with the Successful Proposer(s) The City reserves the right to negotiate the terms and conditions of the contract with selected proposer(s), if any. These negotiations could include all aspects of the Services and fees. Neither the selection of a proposer to negotiate or subsequent negotiations shall bind the City until the Contract is approved by the City Commission and is thereafter executed by the Mayor. Compliance with Laws This RFP and any resulting Contract shall be governed in all respects by the applicable laws and shall be performed in compliance with all applicable federal, state, and local laws, rules and regulations. Additional Provisions Proposers are advised that from the date of the issuance of this RFP and until the City Manager makes a recommendation to the City Commission regarding the award or rejection of proposals received, there shall be no contact with the City and its personnel except as shall be authorized by the City's Authorized Contact or as provided within to this RFP. SiB CITY OF SUNNY ISLES BEACH WIRELESS ISLAND: SOLUTION STRATEGY AND DESIGN FOR WIRELESS BROADBAND TELECOMMUNICATIONS INFRASTRUCTURE Addendum 1 City of Sunny Isles Beach Request For Proposals No. 06-05-01 June 2, 2006 ("l g;:Jl. 0eg CITY OF SUNNY ISLES BEACH WIRELESS ISLAND: SOLUTION STRATEGY AND DESIGN FOR WIRELESS BROADBAND TELECOMMUNICATIONS INFRASTRUCTURE Addendum 2 City of Sunny Isles Beach Request For Proposals No. 06-05-01 June 20, 2006 ~ u. ~ ~eD Addendum 2 EXTENSION OF SUBMITTAL DEADLINE We are extending the submittal deadline by one week. The new public bid opening shall be on June 29th, 2006, at 10:30 AM. It will be held at the Sunny Isles Beach Government Center located at 18070 Collins Avenue, Sunny Isles Beach, FL 33160, and will take place in the first floor meeting room. 8'8 IBM Customer Agreement This IBM Customer Agreement (called the "Agreement") governs transactions by which you purchase Machines, license ICA Programs, obtain Program licenses, and acquire Services from International Business Machines Corporation ("IBM"). This Agreement and its applicable Attachments and Transaction Documents are the complete agreement regarding these transactions, and replace any prior oral or written communications between us. By signing below for our respective Enterprises, both of us agree to the terms of this Agreement without modification. Once signed, 1) any reproduction of this Agreement, an Attachment, or Transaction Document made by reliable means (for exam- ple, photocopy or facsimile) is considered an original and 2) all Products and Services ordered under this Agreement are sub- ject to it. Agreed to: International Business Machines Corporation Nam (type or print): Da)' q!l5!N- Cb~ Authorized signature Name (type or print): ~/fvt/ ~~ By Date: 8 .-- (S - 06 Enterprise number: Agreement number: Enterprise address: IBM address: After signing, please return a copy of this Agreement to the "IBM address" shown above. '~_i' J L (;..:. "',> .. , ~i ;0#',..,; ,I.' f.r-. . A41~~T'" ,.' ~},'J1 . I. .. 1 '0,\' \ ( '. ': ~~,~ t\ 1 btt u (~~c. ~.,-cr c L t R... .. \. C' ; (;' t,. '" . _:'\ . ~l ~.. .... ~ '. 4575-07 (EU) (MK076) Page 1 of 10 City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc SIB IBM Customer Agreement Table of Contents Pa rt - General.............................................................. ................................................................................................ ................3 1.1 Defin itions............ ..... ...................................................................................................... ................................................3 1.2 Ag reement Structure............................................................. ......................................................................................... 3 1.3 Delivery ........................................................................................................................................ ...................................4 1.4 Charges and Paym ent............................................................................................................................................... .....4 1.5 Changes to the Agreement Terms ................................................................................................................................4 1.6 IB M Busi ness Pa rtners ..................................................................................................................................... ....... ......4 1.7 Patents and Copyrights ........ .... .......................................................... .... .................. ......... ...................... ...................... 5 1.8 Limitation of Liability ....... ..... ..................................................... ..... .... ..... .................. ........ ..... .... ................................... 5 1.9 General Principles of Our Relationship........................................................................................................................5 1.10 Agreement Term ination ........................................................ ......... ........................... ......... ............. ..... .......................... 6 1.11 Geographic Scope and Governing Law .......................................................................................................................6 Part 2 - Warra nties.............................................................................................................................. ........................................6 2.1 The I BM Warranties........................................................................................................................... .............................6 2.2 Extent of Warranty ..................................................................................................................................................... ....7 Part 3 - Machines.............................................................................................................................................. ..........................7 3.1 Production Status .......................................................................................................................................................... 7 3.2 Title and Risk of Loss .................................................................................................................................................... 7 3.3 Installation .......................................................................................................................................................... ............7 3.4 Machine Code and L1C ..................... ................................... ......... ........................... ............................... ........................ 8 Part 4 - ICA Prog rams............................................................................................................................. ...................................8 4.1 License.......................................................................................................................................................... ............. ..... 8 4.2 Program Components Not Used on the Designated Machine....................................................................................8 4.3 Distributed System License Option.............................................................................................................................. 8 4.4 Prog ram T esti ng ............................................................................................................................................................. 8 4.5 Prog ram Services................................................................. ................................ ..........................................................9 4.6 License Term ination ............................................................................................................................. .........................9 Part 5 - Services.............................................................................................................................. ...........................................9 5.1 Person nel...................................................................................................................................................... ..................9 5.2 Materials Ownersh ip and License.............. ....... ............. ......... ............. ..... ......... ......... .... ......... ........................... .... ...... 9 5.3 Service for Machines (during and after warranty) .......................................................................................................9 5.4 Maintenance Coverage ....... ..... ............................... ................................................................... ................ ..................10 5.5 Automatic Service Renewal....... ..... .................. ............................................ ..... ............. ..... ........ ..... ...........................1 0 5.6 Termination and Withdrawal of a Service ..................................................................................................................10 4575-07 (EU) (MK076) Page 2 of 10 City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc SIB IBM Customer Agreement Part - General 1.1 Definitions Customer-set-up Machine is an IBM Machine that you install according to IBM's instructions, Date of Installation is the following: 1. for an IBM Machine that IBM is responsible for installing, the business day after the day IBM installs it or, if you de- fer installation, makes it available to you for subsequent installation by IBM; 2, for a Customer-set-up Machine and a non-IBM Machine, the second business day after the Machine's standard transit allowance period; and 3. for a Program -- a. basic license, the later of the following: (i) the day after its testing period ends; or (ii) the second business day after the Program's standard transit allowance period, b. copy, the date (specified in a Transaction Document) on which IBM authorizes you to make a copy of the Pro- gram, and C. chargeable component, the date you distribute a copy of the chargeable component in support of your author- ized use of the Program, Designated Machine is either 1) the machine on which you will use an ICA Program for processing and which IBM re- quires you to identify to it by type/model and serial number, or 2) any machine on which you use the ICA Program if IBM does not require you to provide this identification. Enterprise is any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 percent. The term "Enterprise" applies only to the portion of the Enterprise located in the United States. ICA Program is an IBM Program licensed under Part 4 of this Agreement. Licensed Internal Code (called "L1C") is Machine Code used by certain Machines IBM specifies (called "Specific Ma- chines"), Machine is a machine, its features, conversions, upgrades, elements, or accessories, or any combination of them. The term "Machine" includes an IBM Machine and any non-IBM Machine (including other equipment) that IBM may provide to you. Machine Code is microcode, basic input/output system code (called "BIOS"), utility programs, device drivers, and di- agnostics delivered with an IBM Machine. Materials are literary works or other works of authorship (such as programs, program listings, programming tools, documentation, reports, drawings and similar works) that IBM may deliver to you as part of a Service. The term "Mate- rials" does not include Programs, Machine Code, or L1C, Non-IBM Program is a Program licensed under a separate third party license agreement. Other IBM Program is an IBM Program licensed under a separate IBM license agreement, e.g., IBM International Program License Agreement. Product is a Machine or a Program. Program is the following, including the original and all whole or partial copies: 1. machine-readable instructions and data; 2. components; 3. audio-visual content (such as images, text, recordings, or pictures); and 4, related licensed materials. The term "Program" includes any ICA Program, Other IBM Program, or Non-IBM Program that IBM may provide to you, The term does not include Machine Code, L1C, or Materials, Service is performance of a task, provision of advice and counsel, assistance, support, or access to a resource (such as access to an information database) IBM makes available to you. Specifications is a document that provides information specific to a Product. IBM provides an IBM Machine's Specifi- cations in a document entitled "Official Published Specifications" and an ICA Program's Specifications in a document entitled "Licensed Program Specifications," Specified Operating Environment is the Machines and programs with which an ICA Program is designed to operate, as described in the ICA Program's Specifications, 1.2 Agreement Structure IBM provides additional terms for Products and Services in documents called "Attachments" and "Transaction Docu- ments" which are also part of this Agreement. All transactions have one or more associated Transaction Documents (such as an invoice, supplement, schedule, exhibit, statement of work, change authorization, or addendum). 4575-07 (EU) (MK076) Page 3 of 10 City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc SIB If there is a conflict among the terms in the various documents, those of an Attachment prevail over those of this Agreement. The terms of a Transaction Document prevail over those of both of these documents. You accept the terms in Attachments and Transaction Documents by 1) signing them, 2) using the Product or Service, or allowing others to do so, or 3) making any payment for the Product or Service, A Product or Service becomes subject to this Agreement when IBM accepts your order by 1) sending you a Transac- tion Document, 2) shipping the Machine or making the Program available to you, or 3) providing the Service. 1.3 Delivery IBM will try to meet your delivery requirements for Products and Services you order, and will inform you of their status. Transportation charges, if applicable, will be specified in a Transaction Document. 1.4 Charges and Payment The amount payable for a Product or Service will be based on one or more of the following types of charges: one-time, recurring, time and materials, or fixed price. Additional charges may apply (such as special handling or travel related expenses), IBM will inform you in advance whenever additional charges apply. Recurring charges for a Product begin on its Date of Installation. Charges for Services are billed as IBM specifies which may be in advance, periodically during the performance of the Service, or after the Service is completed, Services for which you prepay must be used within the applicable contract period, Unless IBM specifies otherwise, IBM does not give credits or refunds for unused prepaid Services. Charges One-time and recurring charges may be based on measurements of actual or authorized use (for example, number of users or processor size for Programs, meter readings for maintenance Services or connect time for network Services). You agree to provide actual usage data if IBM specifies. If you make changes to your environment that impact use charges (for example, change processor size or configuration for Programs), you agree to promptly notify IBM and pay any applicable charges, Recurring charges will be adjusted accordingly. Unless IBM agrees otherwise, IBM does not give credits or refunds for charges already due or paid. In the event that IBM changes the basis of measurement, its terms for changing charges will apply, You receive the benefit of a decrease in charges for amounts which become due on or after the effective date of the decrease. IBM may increase recurring charges for Products and Services, as well as labor rates and minimums for Services pro- vided under this Agreement, by giving you three months' written notice. An increase applies on the first day of the in- voice or charging period on or after the effective date IBM specifies in the notice. IBM may increase one-time charges without notice. However, an increase to one-time charges does not apply to you if 1) IBM receives your order before the announcement date of the increase and 2) one of the following occurs within three months after IBM's receipt of your order: 1. IBM ships you the Machine or makes the Program available to you; 2, you make an authorized copy of a Program or distribute a chargeable component of a Program to another Ma- chine; or 3. a Program's increased use charge becomes due. Payment Amounts are due upon receipt of invoice and payable as IBM specifies in a Transaction Document. You agree to pay accordingly, including any late payment fee, If any authority imposes a duty, tax, levy, or fee, excluding those based on IBM's net income, upon any transaction un- der this Agreement, then you agree to pay that amount as specified in an invoice or supply exemption documentation. You are responsible for any personal property taxes for each Product from the date IBM ships it to you. . 1.5 Changes to the Agreement Terms In order to maintain flexibility in our business relationship, IBM may change the terms of this Agreement by giving you three months' written notice. However, these changes are not retroactive. They apply, as of the effective date IBM specifies in the notice, only to new orders, renewals, and on-going transactions that do not expire. For on-going trans- actions with a defined renewable contract period, you may request that IBM defer the change effective date until the end of the current contract period if 1) the change affects your current contract period and 2) you consider the change unfavorable. Changes to charges will be implemented as described in the Charges and Payment section above. Otherwise, for a change to be valid, both of us must sign it. Additional or different terms in any written communication from you (such as an order) are void, 1.6 IBM Business Partners IBM has signed agreements with certain organizations (called "IBM Business Partners") to promote, market, and sup- port certain Products and Services. When you order IBM Products or Services (marketed to you by IBM Business Partners) under this Agreement, IBM confirms that it is responsible for providing the Products or Services to you under the warranties and other terms of this Agreement. IBM is not responsible for 1) the actions of IBM Business Partners, 4575-07 (EU) (MK076) Page 4 of 10 City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc SIB 2) any additional obligations they have to you, or 3) any products or services that they supply to you under their agree- ments. 1.7 Patents and Copyrights For purposes of this section, the term "Product" includes Materials, Machine Code and LlC. If a third party claims that a Product IBM provides to you infringes that party's patent or copyright, IBM will defend you against that claim at its expense and pay all costs, damages, and attorney's fees that a court finally awards or that are included in a settlement approved by IBM, provided that you: 1, promptly notify IBM in writing of the claim; and 2. allow IBM to control, and cooperate with IBM in, the defense and any related settlement negotiations, Remedies If such a claim is made or appears likely to be made, you agree to permit IBM to enable you to continue to use the Product, or to modify it, or replace it with one that is at least functionally equivalent If IBM determines that none of these alternatives is reasonably available, you agree to return the Product to IBM on its written request IBM will then give you a credit equal to: 1. for a Machine, your net book value provided you have followed generally-accepted accounting principles; 2, for an ICA Program, the amount paid by you or 12 months' charges (whichever is less); and 3, for Materials, the amount you paid IBM for the creation of the Materials. This is IBM's entire obligation to you regarding any claim of infringement Claims for Which IBM is Not Responsible IBM has no obligation regarding any claim based on any of the following: 1, anything you provide which is incorporated into a Product or IBM's compliance with any designs, specifications, or instructions provided by you or by a third party on your behalf; 2. your modification of a Product, or an ICA Program's use in other than its Specified Operating Environment; 3. the combination, operation, or use of a Product with other products not provided by IBM as a system, or the com- bination, operation or use of a Product with any product, data, apparatus, or business method that IBM did not provide, or the distribution, operation or use of a Product for the benefit of a third party outside your Enterprise; or 4. infringement by a non-IBM Product or an Other IBM Program alone. 1.8 Limitation of Liability Circumstances may arise where, because of a default on IBM's part or other liability, you are entitled to recover dam- ages from IBM, In each such instance, regardless of the basis on which you are entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM is liable for no more than: 1. payments referred to in the Patents and Copyrights section above; 2. damages for bodily injury (including death) and damage to real property and tangible personal property; and 3. the amount of any other actual direct damages up to the greater of $100,000 or the charges (if recurring, 12 months' charges apply) for the Product or Service that is the subject of the claim, For purposes of this item, the term "Product" includes Materials, Machine Code, and LlC. This limit also applies to any of IBM's subcontractors and Program developers. It is the maximum for which IBM and its subcontractors and Program developers are collectively responsible, Items for Which IBM is Not Liable Under no circumstances is IBM, its subcontractors, or Program developers liable for any of the following even if in- formed of their possibility: 1. loss of, or damage to, data; 2. special, incidental, or indirect damages or for any economic consequential damages; or 3. lost profits, business, revenue, goodwill, or anticipated savings, 1.9 General Principles of Our Relationship 1, Neither of us grants the other the right to use its (or any of its Enterprise's) trademarks, trade names, or other des- ignations in any promotion or publication without prior written consent 2, All information exchanged is nonconfidential. If either of us requires the exchange of confidential information, it will be made under a signed confidentiality agreement 3. Each of us is free to enter into similar agreements with others. 4, Each of us grants the other only the licenses and rights specified. No other licenses or rights (including licenses or rights under patents) are granted. 5. Each of us may communicate with the other by electronic means and such communication is acceptable as a signed writing. An identification code (called a "user ID") contained in an electronic document is sufficient to verify the sender's identity and the document's authenticity. 6. Each of us will allow the other reasonable opportunity to comply before it claims that the other has not met its obli- gations. 7. Neither of us will bring a legal action arising out of or related to this Agreement more than two years after the cause of action arose. 8, Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control. 4575-07 (EU) (MK076) Page 5 of 10 City of Sunny Isles Beach, Florida IBM Customer Agreement 07"2006.doc SIB g, Neither of us may assign this Agreement, in whole or in part, without the prior written consent of the other. Any at- tempt to do so is void. Neither of us will unreasonably withhold such consent. The assignment of this Agreement, in whole or in part, within the Enterprise of which either of us is a part or to a successor organization by merger or acquisition does not require the consent of the other. IBM is also permitted to assign its rights to payments under this Agreement without obtaining your consent. It is not considered an assignment for IBM to divest a portion of its business in a manner that similarly affects all of its customers. 10, You agree not to resell any Service without IBM's prior written consent. Any attempt to do so is void. 11, You agree that this Agreement will not create any right or cause of action for any third party, nor will IBM be re- sponsible for any third party claims against you except as described in the Patents and Copyrights section above or as permitted by the Limitation of Liability section above for bodily injury (including death) or damage to real or tangible personal property for which IBM is legally liable. 12. You agree to acquire Machines with the intent to use them within your Enterprise and not for reselling, leasing, or transferring to a third party, unless either of the following applies: a, you are arranging lease-back financing for the Machines; or b. you purchase them without any discount or allowance, and do not remarket them in competition with IBM's authorized remarketers. 13, You agree to allow IBM to install mandatory engineering changes (such as those required for safety) on a Ma- chine, Any parts IBM removes become IBM's property, You represent that you have the permission from the owner and any lien holders to transfer ownership and possession of removed parts to IBM. 14, You agree that you are responsible for the results obtained from the use of the Products and Services. 15. You agree to provide IBM with sufficient, free, and safe access to your facilities and systems for IBM to fulfill its ob- ligations. 16, You agree to allow International Business Machines Corporation and its subsidiaries to store and use your contact information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such informa- tion will be processed and used in connection with our business relationship, and may be provided to contractors, Business Partners, and assignees of International Business Machines Corporation and its subsidiaries for uses consistent with their collective business activities, including communicating with you (for example, for processing orders, for promotions, and for market research). 17, You agree to comply with all applicable export and import laws and regulations, 1.10 Agreement Termination Either of us may terminate this Agreement on written notice to the other following the expiration or termination of the terminating party's obligations. Either of us may terminate this Agreement if the other does not comply with any of its terms, provided the one who is not complying is given written notice and reasonable time to comply. Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until ful- Gfilled' and apply to both of our respective successors and assignees. 1.11 Geographic Scope and Governing Law The rights, duties, and obligations of each of us are valid only in the United States except that all licenses are valid as specifically granted. Both you and IBM consent to the application of the laws of the State of Florida to govern, interpret, and enforce all of your and IBM's rights, duties, and obligations arising from, orrelatlng In any manner to, the subject matter of this Agreement, without regard to conflict of law principles. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. Part 2 - Warranties 2.1 The IBM Warranties Warranty for IBM Machines IBM warrants that each IBM Machine is free from defects in materials and workmanship and conforms to its Specifica- tions. The warranty period for a Machine is a specified, fixed period commencing on its Date of Installation. During the war- ranty period, IBM provides repair and exchange Service for the Machine, without charge, under the type of Service IBM designates for the Machine, If a Machine does not function as warranted during the warranty period and IBM is unable to either 1) make it do so or 2) replace it with one that is at least functionally equivalent, you may return it to IBM and your money will be refunded, Additional terms regarding Service for Machines during and after the warranty period are contained in Part 5. Warranty for leA Programs IBM warrants that each warranted ICA Program, when used in the Specified Operating Environment, will conform to its Specifications. 4575-07 (EU) (MK076) Page 6 of 10 City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc SIB The warranty period for an ICA Program expires when its Program Services are no longer available, During the war- ranty period, IBM provides defect-related Program Services without charge. Program Services are available for a war- ranted ICA Program for at least one year following its general availability. If an ICA Program does not function as warranted during the first year after you obtain your license and IBM is unable to make it do so, you may return the ICA Program and your money will be refunded. To be eligible, you must have ob- tained your license while Program Services (regardless of the remaining duration) were available for it. Additional terms regarding Program Services are contained in Part 4. Warranty for IBM Services IBM warrants that it performs each IBM Service using reasonable care and skill and according to its current description (including any completion criteria) contained in this Agreement, an Attachment, or a Transaction Document. Warranty for Systems Where IBM provides Products to you as a system, IBM warrants that they are compatible and will operate with one an- other, This warranty is in addition to IBM's other applicable warranties. 2.2 Extent of Warranty If a Machine is subject to federal or state consumer warranty laws, IBM's statement of limited warranty included with the Machine applies in place of these Machine warranties. The warranties stated above will not apply to the extent that there has been misuse (including but not limited to use of any Machine capacity or capability, other than that authorized by IBM in writing), accident, modification, unsuitable physical or operating environment, operation in other than the Specified Operating Environment, improper maintenance by you, or failure caused by a pr09uct for which IBM is not responsible. With respect to Machines, the warranty is voided by removal or alteration of Machine or parts identification labels, THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Items Not Covered by Warranty IBM does not warrant uninterrupted or error-free operation of a Product or Service or that IBM will correct all defects, IBM will identify IBM Machines and ICA Programs that it does not warrant. Unless IBM speCifies otherwise, it provides Materials, non-IBM Products, and non-IBM Services WITHOUT WARRANTIES OF ANY KIND, However, non-IBM manufacturers, developers, suppliers, or publiShers may provide their own warranties to you, Warranties, if any, for Other IBM Programs and Non-IBM Programs may be found in their license agreements, Part 3 . Machines 3.1 Production Status Each IBM Machine is manufactured from parts that may be new or used. In some cases, a Machine may not be new and may have been previously installed, Regardless, IBM's appropriate warranty terms apply. 3.2 Title and Risk of Loss When IBM accepts your order, IBM agrees to sell you the Machine described in a Transaction Document. IBM trans- fers title to you or, if you choose, your le~sor when IBM ships the Machine, However, IBM reserves a purchase money security interest in the Machine until IBM receives the amounts due, For a feature, conversion, or upgrade involving the removal of parts which become IBM's property, IBM reserves a security interest until IBM receives payment of all the amounts due and the removed parts. You authorize IBM to file appropriate documents to permit IBM to perfect its purchase money security interest. For each Machine, IBM bears the risk of loss or damage up to the time it is delivered to the IBM-designated carrier for shipment to you or your designated location, Thereafter, you assume the risk. Each Machine will be covered by insur- ance, arranged and paid for by IBM for you, covering the period until it is delivered to you or your designated location. For any loss or damage, you must 1) report the loss or damage in writing to IBM within 10 business days of delivery and 2) follow the applicable claim procedure, 3.3 Installation You agree to provide an environment meeting the specified requirements for the Machine, IBM has standard installation procedures. IBM will successfully complete these procedures before it considers an IBM Machine (other than a Machine for which you defer installation or a Customer-set-up Machine) installed, You are responsible for installing a Customer-set-up Machine and, unless IBM agrees otherwise, a non-IBM Machine. Machine Features, Conversions and Upgrades IBM sells features, conversions and upgrades for installation on Machines, and, in certain instances, only for installa- tion on a designated, serial-numbered Machine, Many of these transactions involve the removal of parts and their re- turn to IBM. As applicable, you represent that you have the permission from the owner and any lien holders to 1) install features, conversions, and upgrades and 2) transfer ownership and possession of removed parts (which become IBM's 4575-07 (EU) (MK076) Page 7 of 10 City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc SIB property) to IBM. You further represent that all removed parts are genuine, unaltered, and in good working order. A part that replaces a removed part will assume the warranty or maintenance Service status of the replaced part. You agree to allow IBM to install the feature, conversion, or upgrade within 30 days of its delivery. Otherwise, IBM may terminate the transaction and you must return the feature, conversion, or upgrade to IBM at your expense. 3.4 Machine Code and L1C Machine Code is licensed under the terms of the agreement provided with the Machine Code. Machine Code is li- censed only for use to enable a Machine to function in accordance with its Specifications and only for the capacity and capability for which you are authorized by IBM in writing and for which payment is received by IBM, Certain Machines IBM specifies (called "Specific Machines") use L1C. IBM will identify Specific Machines in a Transac- tion Document. International Business Machines Corporation, one of its subsidiaries, or a third party owns L1C includ- ing all copyrights in L1C and all copies of L1C (this includes the original L1C, copies of the original L1C, and copies made from copies). L1C is copyrighted and licensed (not sold). L1C is licensed under the terms of the agreement provided with the L1C. L1C is licensed only for use to enable a Machine to function in accordance with its Specifications and only for the capacity and capability for which you are authorized by IBM in writing and for which payment is received by IBM, Part 4 - leA Programs 4.1 License When IBM accepts your order, IBM grants you a nonexclusive, nontransferable license to use the ICA Program in the United States. ICA Programs are owned by International Business Machines Corporation, one of its subsidiaries, or a third party and are copyrighted and licensed (not sold). Authorized Use Under each license, IBM authorizes you to: 1. use the ICA Program's machine-readable portion on only the Designated Machine. If the Designated Machine is inoperable, you may use another machine temporarily. If the Designated Machine cannot assemble or compile the ICA Program, you may assemble or compile the ICA Program on another machine. If you change a Designated Machine previously identified to IBM, you agree to notify IBM of the change and its ef- fective date; 2. use the ICA Program to the extent of authorizations you have obtained; 3. make and install copies of the ICA Program, to support the level of use authorized, provided you reproduce the copyright notices and any other legends of ownership on each copy or partial copy, and 4. use any portion of the ICA Program IBM 1) provides in source form, or 2) marks restricted (for example, "Re- stricted Materials of IBM") only to -- a, resolve problems related to the use of the ICA Program, and b. modify the ICA Program so that it will work together with other products. Your Additional Obligations For each ICA Program, you agree to: 1, comply with any additional terms in its Specifications or a Transaction Document; 2, ensure that anyone who uses it (accessed either locally or remotely) does so only for your authorized use and complies with IBM's terms regarding ICA Programs; and 3, maintain a record of all copies and provide it to IBM at its request. Actions You May Not Take You agree not to: 1, reverse assemble, reverse compile, or otherwise translate the ICA Program unless expressly permitted by applica- ble law without the possibility of contractual waiver; or 2. sublicense, assign, rent, or lease the ICA Program, 4.2 Program Components Not Used on the Designated Machine Some ICA Programs have components that are designed for use on machines other than the Designated Machine on which the ICA Program is used, You may make copies of a component and its documentation in support of your au- thorized use of the ICA Program. For a chargeable component, you agree to notify IBM of its Date of Installation. 4.3 Distributed System License Option For some ICA Programs, you may make a copy under a Distributed System License Option (called a "DSLO" copy). IBM charges less for a DSLO copy than for the original license (called the "Basic" license). In return for the lesser charge, you agree to do the following while licensed under a DSLO: 1, have a Basic license for the ICA Program; 2. provide problem documentation and receive Program Services (if any) only through the location of the Basic li- cense; and 3. distribute to, and install on, the DSLO's Designated Machine, any release, correction, or bypass that IBM provides for the Basic license, 4.4 Program Testing IBM provides a testing period for certain ICA Programs to help you evaluate if they meet your needs. If IBM offers a testing period, it will start 1) the second business day after the ICA Program's standard transit allowance period, or 2) 4575-07 (EU) (MK076) Page 8 of 10 City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc SIB on another date specified in a Transaction Document. IBM will inform you of the duration of the ICA Program's testing period. IBM does not provide testing periods for OSLO copies. 4.5 Program Services IBM provides Program Services for warranted ICA Programs. If IBM can reproduce your reported problem in the Specified Operating Environment, IBM will issue defect correction information, a restriction, or a bypass. IBM provides Program Services for only the unmodified portion of a current release of an ICA Program. IBM provides Program Services 1) on an on-going basis (with at least six months' written notice before IBM terminates Program Services), 2) until the date IBM specifies, or 3) for a period IBM specifies. 4.6 License Termination You may terminate the license for an ICA Program on one month's written notice, or at any time during the ICA Pro- gram's testing period. Licenses for certain replacement ICA Programs may be obtained for an upgrade charge. When you obtain licenses for these replacement ICA Programs, you agree to terminate the license of the replaced ICA Programs when charges be- come due, unless IBM specifies otherwise, IBM may terminate your license if you fail to comply with the license terms. If IBM does so, your authorization to use the ICA Program is also terminated. You agree to promptly destroy all copies of the Program after either party has terminated the license. Part 5 - Services 5.1 Personnel Each of us is responsible for the supervision, direction, control, and compensation of our respective personnel. IBM reserves the right to determine the assignment of its personnel. IBM may subcontract a Service, or any part of it, to subcontractors selected by IBM. 5.2 Materials Ownership and License IBM will specify Materials to be delivered to you, IBM will identify them as being "Type I Materials," "Type II Materials," or otherwise as we both agree, If not specified, Materials will be considered Type II Materials. Type I Materials are those, created during the Service performance period, in which you will have all right, title, and in- terest (including ownership of copyright). IBM will retain one copy of the Materials. You grant IBM 1) an irrevocable, nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform, distribute (internally and exter- nally) copies of, and prepare derivative works based on, Type I Materials and 2) the right to authorize others to do any of the former. Type II Materials are those, created during the Service performance periOd or otherwise (such as those that preexist the Service), in which IBM or third parties have all right, title, and interest (including ownership of copyright). IBM will deliver one copy of the specified Materials to you. IBM grants you an irrevocable, nonexclusive, worldwide, paid-up li- cense to use, execute, reproduce, display, perform, and distribute, within your Enterprise only, copies of Type II Mate- rials, Each of us agrees to reproduce the copyright notice and any other legend of ownership on any copies made under the licenses granted in this section. 5.3 Service for Machines (during and after warranty) IBM provides certain types of Service to keep Machines in, or restore them to, conformance with their Specifications, IBM will inform you of the available types of Service for a Machine. At its discretion, IBM will 1) either repair or ex- change the failing Machine and 2) provide the Service either at your location or a service center. When the type of Service requires that you deliver the failing Machine to IBM, you agree to ship it suitably packaged (prepaid unless IBM speCifies otherwise) to a location IBM designates. After IBM has repaired or exchanged the Ma- chine, IBM will return it to you at its expense unless IBM specifies otherwise, IBM is responsible for loss of, or damage to, your Machine while it is 1 )in I BM's possession or 2) in transit in those cases where I BM is responsible for the trans- portation charges. Any feature, conversion, or upgrade IBM services must be installed on a Machine which is 1) for certain Machines, the designated, serial-numbered Machine and 2) at an engineering-change level compatible with the feature, conversion, or upgrade. IBM manages and installs selected engineering changes that apply to IBM Machines and may also perform preventive maintenance, You agree to: 1. obtain authorization from the owner to have IBM service a Machine that you do not own; and 2. where applicable, before IBM provides Service-- a. follow the problem determination, problem analysis, and service request procedures that IBM provides, b. secure all programs, data, and funds contained in a Machine, and 4575-07 (EU) (MK076) Page 9 of 10 City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc SIB C. inform IBM of changes in a Machine's location. Replacements When Service involves the exchange of a Machine or part, the item IBM replaces becomes its property and the re- placement becomes yours, You represent that all removed items are genuine and unaltered. The replacement may not be new, but will be in good working order and at least functionally equivalent to the item replaced. The replacement assumes the warranty or maintenance Service status of the replaced item. Before IBM exchanges a Machine or part, you agree to remove all features, parts, options, alterations, and attachments not under IBM's service. You also agree to ensure that the item is free of any legal obligations or restrictions that prevent its exchange, Some parts of IBM Machines are designated as Customer Replaceable Units (called, "CRUs"), e.g., keyboards, mem- ory, or hard disk drives, IBM provides CRUs to you for replacement by you. You must return all defective CRUs to IBM within 30 days of your receipt of the replacement CRU, You are responsible for downloading designated Machine Code and L1C updates from an IBM Internet Web site or from other electronic media, and following the instructions that IBM provides. Items Not Covered Repair and exchange Services do not cover: 1. accessories, supply items, and certain parts, such as batteries, frames, and covers; 2. Machines damaged by misuse, accident, modification, unsuitable physical or operating environment, or improper maintenance by you; 3, Machines with removed or altered Machine or parts identification labels; 4, failures caused by a product for which IBM is not responsible; 5. service of Machine alterations; or 6, Service of a Machine on which you are using capacity or capability, other than that authorized by IBM in writing, Warranty Service Upgrade For certain Machines, you may select a Service upgrade from the standard type of warranty Service for the Machine. IBM charges for the Service upgrade during the warranty period. You may not terminate the Service upgrade or transfer it to another Machine during the warranty period, When the warranty period ends, the Machine will convert to maintenance Service at the same type of Service you selected for warranty Service upgrade. 5.4 Maintenance Coverage Whenever you order maintenance Service for Machines, IBM will inform you of the date on which maintenance Service will begin, IBM may inspect the Machine within one month following that date, If the Machine is not in an acceptable condition for service, you may have IBM restore it for a charge. Alternatively, you may withdraw your request for main- tenance Service, However, you will be charged for any maintenance Service which IBM has performed at your re- quest 5.5 Automatic Service Renewal Renewable Services renew automatically for a same length contract period unless either of us provides written notifica- tion (at least one month prior to the end of the current contract period) to the other of its decision not to renew, 5.6 Termination and Withdrawal of a Service Either of us may terminate a Service if the other does not meet its obligations concerning the Service. You may terminate a Service, on notice to IBM provided you have met all minimum requirements and paid any adjust- ment charges specified in the applicable Attachments and Transaction Documents, For a maintenance Service, you may terminate without adjustment charge provided any of the following circumstances occur: 1, you permanently remove the eligible Product, for which the Service is provided, from productive use within your Enterprise; 2. the eligible location, for which the Service is provided, is no longer controlled by you (for example, because of sale or closing of the facility); or 3, the Machine has been under maintenance Service for at least six months and you give IBM one month's written notice prior to terminating the maintenance Service. You agree to pay IBM for 1) all Services IBM provides and any Products and Materials IBM delivers through Service termination, 2) all expenses IBM incurs through Service termination, and 3) any charges IBM incurs in terminating the Service. IBM may withdraw a Service or support for an eligible Product on three months' written notice to you, If IBM withdraws a Service for which you have prepaid and IBM has not yet fully provided it to you, IBM will give you a prorated refund. Any terms which by their nature extend beyond termination or withdrawal remain in effect until fulfilled and apply to re- spective successors and assignees, 4575-07 (EU) (MK076) Page 10 of 10 City of Sunny Isles Beach, Florida IBM Customer Agreement 07-2006.doc SIB ." , ,,""',,-, "~'Ii .", , -'I'" ,'cA'"' ... " . ~,,' ., .. " . - - -- - -,'~ . . ~~'''." 'bc'C' .." ",'. .;;.~" 'iIJ!i '~"', .~~~r:.':- ='~-=\,,':~~~fh" .' Global Services:~~t t~;~:: ~~":Z:~~~~;;~::~1;~:!~~~. S~:.: ,: . <:$:.1, "~1;-;~' tJ e ~W5 t.~Co A SERVICES PROPOSAL FOR City of Sunny Isles Beach to provide a: Broadband Wireless Assessment submitted by IBM One Alhambra Plaza Coral Gables, FL August 8, 2006 Not withstanding any requirements under the Florida public records act, the information in this proposal shall not be used or disclosed in whole or in part for any purpose other than to evaluate the proposal. If a contract is awarded to IBM as a result of or in connection with the submission of this proposal, City of Sunny Isles Beach shall have the right to duplicate, use or disclose the information to the extent provided by the contract. This restriction does not limit the right of City of Sunny Isles Beach to use information contained in the proposal if it is obtained from another source without restriction. August 8, 2006 Form v031406 Broadband Wireless Assessment rt. ~ 0l. ' ;:>~~ Page 1 of 13 Statement of Work This Statement of Work ("SOW") defines the scope of work to be accomplished by IBM under the terms and conditions of the IBM Customer Agreement (or any equivalent agreement signed by both of us) ("Agreement"). The tasks to be performed by IBM are defined and an Estimated Schedule is provided. In addition, the responsibilities of City of Sunny Isles Beach are listed. The Statement of Work includes the following subsections: . Scope of Services . Key Assumptions . IBM Responsibilities . City of Sunny Isles Beach Responsibilities . Estimated Schedule . Deliverable Materials . Completion Criteria . Charges . Other Terms and Conditions Changes to this Statement of Work will be processed in accordance with the procedure described in Appendix B, "Project Change Control Procedure", The investigation and the implementation of changes may result in modifications to the Estimated Schedule, Charges, or other terms of this Statement of Work, The following are incorporated in and made part of this Statement of Work: . Appendix A, "Deliverable Guidelines" . Appendix B, "Project Change Control Procedure" 1 Scope of Services This scope of work was developed based upon a preliminary understanding of the Sunny Isles, FL objectives, The objectives of this project are: . Assess Needs of the Community . Provide Business Model Options . Assess Infrastructure . Provide a Recommended Design . Provide a detailed plan for implementing the recommended design These services will be provided over an estimated period of six to eight weeks at both the City of Sunny Isles Beach and remotely from IBM offices, 1.1 Key Assumptions This Statement of Work and IBM's estimates to perform are based on the following key assumptions. Deviations that arise during the proposed project will be managed through the procedure described in Appendix B, "Project Change Control Procedure". 1, This Statement of Work addresses only the City of Sunny Isles Beach location(s) in Sunny Isles, FL 2. All sites are assumed to have normal road access. 3, IBM is not responsible for possible interference issues surrounding License Free Microwave Equipment. August 8, 2006 Form v031406 Page 2 of 13 Broadband Wireless Assessment SIB 4. Some of the Services may be performed by an IBM subcontractor. If an IBM subcontractor assists with the project, IBM is solely responsible for completion of the work described herein and compliance with the terms hereof and coordinating any involvement and compliance of IBM subcontractors who may be engaged to assist IBM in accomplishing the work described herein. 5. Pricing is based on IBM selected vendors. 2 IBM Responsibilities The specific Services to be provided under this Statement of Work are described in this section, 2.1 IBM General Responsibilities 1. IBM will provide Services under this Statement of Work during normal business hours, 8:00 a.m. to 5:00 p.m. (local time) Monday through Friday, except IBM holidays, unless otherwise specified. 2, IBM staffs projects on a national basis with either local or non-local resources based upon resource availability at project initiation, At the start of a project and on an ongoing basis, our project managers shall work together to mutually determine any onsite requirements of non-local perform resources. For long term engagements, the typical 40 hour work week of full time non-local resources normally consists of the resource traveling to your site on Monday, returning to their home city at the end of the workday on Thursday and performing project related activities remotely on Friday, as applicable. During weeks with a national Holiday or during periods when a resource is not required to be onsite full time, both parties will work together to define an alternate full time work schedule, Such alternate work schedule may include the resource performing project related activities remotely, 3. Some IBM activities on this project may be performed on IBM premises, 4, Some of the Services may be performed by an IBM subcontractor. If an IBM subcontractor assists with the project, IBM is solely responsible for completion of the work described herein and compliance with the terms hereof and coordinating any involvement of IBM subcontractors who may be engaged to assist IBM in accomplishing the work described herein. 2.2 Project Management Description: The objective of this task is to provide an individual ("IBM Project Manager") to provide direction and control of IBM project personnel, and to establish a framework for project communications, reporting, procedural and contractual activity. The major sub tasks are: 1, Review this SOW, and any associated documents, with the City of Sunny Isles Beach Project Manager. 2, Coordinate and manage the activities of IBM project personnel. 3. Maintain project communications through the City of Sunny Isles Beach Project Manager. 4. Establish documentation and procedural standards for the development of this project 5. Prepare a project plan at the onset of this project for performance of this Statement of Work. The project plan will define tasks, schedule and responsible person(s) or organization(s) for each milestone. 6, Conduct weekly project status meetings. 7. Prepare and submit monthly Status Reports. 8, Review and administer the Project Change Control Procedure with the City of Sunny Isles Beach Project Manager. Completion Criteria: This activity will be complete when the other activities described as IBM Responsibilities have been completed, according to their completion criteria, or IBM has met the criteria defined in the Completion Criteria section of this Statement of Work, Deliverables: Status Report August 8, 2006 Form v031406 Page 3 of 13 Broadband Wireless Assessment S~B 2.3 Assess Needs and Recommend Business Model Description: The purpose of this task is to define and document the City's wireless strategy and objectives, developing a working wireless business model that harmonizes strategy and technical requirements, 2.3.1 Assess Community and Agency Need for a WiFi Network and Potential Benefits 1, Describe residential and business access to wireless broadband networks, e.g., WiFi hotspots. 2, Project demand for wireless broadband services from all sectors of the community: a. Individuals b. Businesses c, Schools, colleges and universities d. Community based organizations e. Community media f. Government Agencies 3. Prioritize City drivers to justify a Wireless Broadband Network. 2.3.2 Identify Best Practices and Business Models from other Communities 1. Identify the best practices and business models that other jurisdictions have employed from among the broad range of approaches to creating community wireless broadband networks. 2, Review potential ownership and operating structure for The City including, but not limited to: a. 100% municipal ownership and operation of the network b. 100% community based non-profit ownership and operation of the network c. Public/private partnerships between local government and a private entity that owns and operates the network d. A hybrid model where the municipality owns and a private entity operates the network (by "municipality," all units of local government are included, including counties, municipal utilities, utility districts and joint power-like arrangements) 2.3.3 Assess Existing Telecommunications Planning, Infrastructure 1. Evaluate existing telecommunications strategies and plans, The City's initiatives, supporting studies, as well as plans of major City departments and agencies, such as Public Safety, Department of Public Works, the Public Schools and any other departments that have plans in place for wireless communication, 2. Estimate The City's current wireless related expenditures. 3. Review and evaluate the telecommunications assets The City owns or has access to that are being used or could be used to meet its internal telecommunications needs or to serve the public, including but not limited to: a, fiber optic cable b. conduit suitable for fiber c, radio communications facilities d, towers, poles and buildings suitable for installing radio communications facilities 4. Explore and discuss opportunities for The City to make its telecommunications assets available to third parties and how this might be done in a way that is compatible with or can support a wireless network. S, Describe opportunities for expanding The City's telecommunications assets, such as by installing conduit in conjunction with current Public Works infrastructure projects 6. Identify alternative private sector mounting assets S~B August 8, 2006 Form v031406 Page 4 of 13 Broadband Wireless Assessment 2.3.4 Recommend Options for a Community Wireless Broadband Communications System in Sunny Isles Beach 1. Recommend up to three options for The City (based on The City's needs) from among the best practices and business models in other jurisdictions and explain the differences between them. 2, Briefly explain the business model for each option. 3. Explain how services will be offered. 4. Rank the options based on their ability to meet the objectives described in the introduction and their likelihood of success. Ideally, the options should represent a range in cost and risk to The City. 2.3.5 Compare Options and Plans for Implementation of Each Option Examine one option for The City's needs by presenting implementation plans and requirements for the option selected by The City. 1, For one option, describe a plan for installing, maintaining and operating a wireless broadband system, The plan will specifically include: a, proposed technical standards b, the bandwidth that will be available to individual users c, a specific plan for meeting The City's internal needs d, the geographical reach of the system beyond The City to meet City agency needs e, provisions for ensuring that data is secure f. the use of City telecommunications assets, such as conduit, and poles g. a schedule for installation and activation of the network h. a plan for operating, monitoring and maintaining the network i. the proposed operating and business support systems 2.3.6 Provide the Design for the recommended Wireless Broadband Solution Provide a high level summary report, inclusive of an overall cost estimate, and a detailed report of the architecture and design for the City's Wireless Broadband Solution for the recommended wireless broadband solution, including all components of the wireless solution and related capital, ongoing operational expenses and management strategies. Provide the City with a detailed cost estimate for installing and maintaining the wireless broadband network, including all projected operational expenses. Present the findings and recommendations of the study to City decision makers, as necessary. In addition, the Integrator shall respond to questions and issues raised as part of these presentations, August 8, 2006 Form v031406 Page 5 of 13 Broadband Wireless Assessment S~B 2.3.6.1 Engineering Design - Site Survey Description: The purpose of this task is to assess the infrastructural and wireless characteristics of the City and develop an effective access point placement design based on the collected information. Site surveys and RF analysis will be conducted to obtain this input information. The major sub tasks are: 1, Overall Wireless System Survey Planning 2, On Site Survey for Backhaul and Multipoint 3. WiFi Mesh Planning Survey 4. Survey & Design Review 2.3.6.2 Overall Wireless System Survey Planning . Collect all information from City recording all available facilities, network connections and areas to be covered . Map mounting assets and buildings for the area . Review design with the City of Sunny Isles Beach 2.3.6.3 On Site Survey for Backhaul and Multipoint . Survey each location for LOS to adjacent location or mounting asset . Identify mounting requirements, and review with facilities manager if possible 2.3.6.4 WiFi Mesh Planning Survey . Perform Detailed Site Survey for WIFI via onsite survey of each location for LOS to other mesh and gateway locations . Develop WiFi Hot Spot Prioritization . Develop Coverage Reports . Identify mounting requirements . Identify power, grounding, RF and network connections 2.3.6.5 Survey and Design Review IBM will deliver and review the Wireless Survey & Design Report to the City of Sunny Isles Beach, reporting on the tasks described above. IBM will make reasonable design changes as necessary within this scope of work and provide product selection. Completion Criteria: This task will be complete when IBM has reviewed the Wireless Survey and Design Report with the City of Sunny Isles Beach. Deliverable Material: Wireless Survey & Design Report, described in Appendix A, Deliverable Materials August 8, 2006 Form v031406 Page 6 of 13 Broadband Wireless Assessment S'B 2.3.6.6 Define Security Requirements IBM will define security requirements for the public access and government usage broadband wireless network. The recommendations will identify threats to each of the system components. Required infrastructure will be defined in order to provide secure access to government users, The defined requirements shall comply with FDLE and federal government practices as it relates to encryption and fire walling. Content filtering requirements will be defined. 2.4 Define Required Operational Support Services and Ongoing Costs Description: The purpose of this task is to define OSS and management platform for the City of Sunny Isles Beach Wireless Deployment. This platform provides the ability to manage subscriber accounts. The following hosted functionality will be defined to allow set-up, operations and management of end user access to the network. Define requirements of OSS, Define Requirements of a Web Portal Page . Initial Splash Screen Requirements . Service Plan Pages . Ability to Display Live RSS Feeds . Advertising module requirements . Walled Garden requirements Define requirements for network operator tools to perform end-user management which enables: . Tracking of end user Usage History . Transaction History to be viewed . Password Resets to be accomplished . Customer Care Ticket Tracking Define Account Maintenance Requirements . Usage History . End-user Profile Maintenance Define Provider Services Requirements . Provider Support Technical Assistance Package . Gateway Management . Product Technical Assistance Define Helpdesk Requirements . End-user tier 1 options . Government options . NOC, Tier 2 support, dispatch Completion Criteria: This task will be complete when the OSS and other ongoing support and maintenance requirements have been defined. Deliverable Material: OSS, Maintenance, and Support Requirements Document Assumptions: None S~B August 8, 2006 Form v031406 Page 7 of 13 Broadband Wireless Assessment 2.5 Define Budgetary Estimate for Build-out and Ongoing Operational Services Costs Description: The purpose of this task is to define budgetary estimates of build-out and ongoing operational expenses. Completion Criteria: This task will be complete when the budgetary estimates have been defined. Deliverable Material: Budgetary Estimate Spreadsheet Assumptions: None 3 City of Sunny Isles Beach Responsibilities The successful completion of the proposed effort depends on the full commitment and participation of City of Sunny Isles Beach management and personnel. The responsibilities listed in this section are in addition to those responsibilities specified in the Agreement, and are to be provided at no charge to IBM. IBM's performance is predicated upon the following responsibilities being fulfilled by City of Sunny Isles Beach as scheduled in the project plan. Delays in performance of these responsibilities may result in additional cost and/or delay of the completion of the project, and will be handled in accordance with Project Change Control Procedure. 3.1 City of Sunny Isles Beach General Responsibilities 1, Make appropriate personnel available to assist IBM in the performance of IBM's responsibilities, 2. Provide suitable office space, supplies, furniture, high speed connectivity to the Internet, and other facilities for IBM's personnel while working on your premises. 3, Provide security clearance and building access for IBM project personnel. Most of the work involved in this project will be performed during normal working hours (8:00am to 5:00pm). However, on some occasions, City of Sunny Isles Beach may need to provide access to facilities outside of these hours. 4, Be responsible for the content of any database, the selection and implementation of controls on its access and use, backup and recovery and the security of the stored data. This security will also include any procedures necessary to safeguard the integrity and security of software and data used in the Services from access by unauthorized personnel. 5, Be responsible for the identification and interpretation of any applicable laws, regulations, and statutes that affect your existing application systems or programs that IBM will have access to during the Services. It is your responsibility to assure that the systems and programs meet the requirements of those laws, regulations and statutes, 6, Authorize IBM and its subsidiaries (and their successors and assigns, contractors and IBM Business Partners) to store and use your business contact information wherever they do business, in connection with IBM products and Services or in furtherance of IBM's business relationship with you. 7, If you make facilities, software, hardware, networks or other resources available to IBM, you are responsible for obtaining any licenses or approvals related to such resources that may be necessary for IBM or its subcontractors to perform the Services, including the development of any deliverables. IBM will be relieved of its obligations to the extent your failure to promptly obtain such licenses or approvals adversely affects IBM's ability to perform its obligations. If a third party asserts a claim against IBM as a result of your failure to obtain these licenses or S\B August 8, 2006 Form v031406 Page 8 of 13 Broadband Wireless Assessment approvals, you agree to reimburse IBM for any costs and damages IBM may reasonably incur in connection with such claim. Assumptions: 1. City of Sunny Isles Beach key personnel and stakeholders will be available for interview and workshop purposes. 2. The City of Sunny Isles Beach will provide a point of contact I liaison person to the project team whose responsibility it will be to identify key City personnel and stakeholders and assist in scheduling meetings as needed with these individuals and the project team, 3. The work under this proposal for the development of the Wireless Business Model will be performed either at the City of Sunny Isles Beach facilities in Sunny Isles, FL or at IBM facilities in Coral Gables, FL, or other IBM facilities as appropriate. 4. IBM will provide the Services under this proposal during normal business hours, 8:00 AM to 6:00 PM Monday through Friday, except national holidays. If necessary, the City of Sunny Isles Beach will provide after-hours access to City facilities to IBM personnel. Out- of-town personnel may work hours other than those defined as normal business hours to accommodate their travel schedules. 5. The following tools will be used for this project: . Microsoft Office Professional (Excel and powerpoint) . Microsoft Visio . Microsoft Project 3.2 City of Sunny Isles Beach Project Manager Prior to the start of this Statement of Work under the Agreement, City of Sunny Isles Beach will designate a person, called the City of Sunny Isles Beach Project Manager, to whom IBM communications will be addressed and who has the authority to act for City of Sunny Isles Beach in all matters regarding this SOW. The City of Sunny Isles Beach Project Manager's responsibilities include: 1. Serve as the interface between IBM and all City of Sunny Isles Beach departments, organizations and sites participating in this project. 2, With the IBM Project Manager, develop the project plan prior to implementation. 3. With the IBM Project Manager, administer the Project Change Control Procedure. 4. Attend project status meetings. 5, Obtain and provide information, data, decisions and approvals, within five (5) working days of IBM's request, unless both IBM and City of Sunny Isles Beach agree to an extended response time, 6. Help resolve project issues and escalate issues within the City of Sunny Isles Beach organization, as necessary. 4 Estimated Schedule Estimated Start Date = September 18, 2006 Estimated End Date = October 31, 2006 If the Statement of Work signature date is beyond the Estimated Start Date, the Estimated Start Date shall automatically be extended to be the first business day following the day the last signature is affixed to this Statement of Work. The Estimated End Date shall automatically be extended by the same number of days. Reasonable effort shall be made to keep the schedule dates intact. IBM shall not be responsible for delays or additional requirements imposed by any government agencies, labor disputes, fire, unavoidable casualties, or unforeseen conditions, S~B August 8, 2006 Form v031406 Page 9 of 13 Broadband Wireless Assessment 5 Deliverable Materials The deliverable Materials, identified as Type II Materials, resulting from these Services are: . City of Sunny Isles Beach Wireless Business Model Report . Status Report . Wireless Survey & Design Report . ass Requirements Document . Budgetary Spreadsheet See Appendix A, "Deliverables Guidelines", for a description of each deliverable Material. 6 Completion Criteria IBM shall have fulfilled its obligations under this Statement of Work when any of the following first occurs: 1, IBM accomplishes the IBM tasks described under "IBM Responsibilities". 2, Either of us terminates this Statement of Work under the terms of the Agreement 7 Charges 1. Based on the above tasks and assumptions, IBM will provide the above Services at a price of $ 74,425,00 and will invoice monthly as work is performed, 2, Travel and living expenses are in addition to the above charges and will be invoiced as actual. Travel and living expenses will be invoiced monthly, 3, Shipping charges that are incurred by IBM during the performance of this Statement of Work will be invoiced to City of Sunny Isles Beach. 4. Applicable federal, state and local taxes are not included in the estimated charges. 5. Invoices are due upon receipt S~E August 8, 2006 Form v031406 Page 10 of 13 Broadband Wireless Assessment 8 Other Terms and Conditions All conditions of the IBM Customer Agreement apply to this Statement of Work. In entering into this SOW, you are not relying upon any representation made by or on behalf of IBM that is not specified in the Agreement or this SOW, including, without limitation, the actual or estimated completion date, number of hours to provide any of the Services, charges to be paid, or the results of any of the Services to be provided under this SOW. IBM agrees to provide the Services described in this SOW provided you accept this SOW, without modification, by signing in the space below on or before September 15, 2006 Each of us agrees that the complete agreement between us about these Services consists of 1) this Statement of Work and 2) the Agreement. Agreed to: City of Sunny Isles Beach Agreed to: International Business Machines Corporation By: vO~ ~~ Authorized signature Name type or print): q JI.)/6~ Date: Customer number: 4126121 Name (type or print): Patricia Hearn Date: September 8, 2006 Agreement Number: Statement of Work number: Custof11er adqress: 18070 Collins Ave '). ~ J.' _ C., Sunny Isles Beach, FL 33160 (~, / ..f r [ ) . f "'\ l ,"'" ~'T~ST".','". ':'. -~~{..;~ ~:~\ J~~ ; , . >JlJ~~JC~C ..,.)6\'"f\.( ~ L~\::::., '" ~ .~ .... ",,""., - AlP1PROVE,if),'AStO fORM AND LEGAL S1UffICENCY l- IBM Office address: IBM Corporation 7100 Highlands Parkway Smyrna, GA 30082 HANS August 8, 2006 Form v031406 Page 11 of 13 Broadband Wireless Assessment S~B Appendix A. Deliverable Guidelines City of Sunny Isles Beach Wireless Business Model Report Purpose: IBM will provide a Report articulating a wireless business model for the City of Sunny Isles Beach. This report and the content therein will be used by City leadership to manage the ongoing development and operation of the City's wireless investments and partnerships, Delivery: Three hard copies will be delivered to the City of Sunny Isles Beach Project Manager upon the conclusion of the business model portion of the project (2.5 weeks) Content: The report will consist of the following, as appropriate: . City's wireless strategy and objectives . Qualification of wireless customers and offerings . Model of wireless revenues, costs, and savings Status Report Purpose: IBM will provide a Status Report during the project to describe the activities which took place during that period. Significant accomplishments, milestones, and problems will be described. Delivery: One email and three hard copies will be delivered to the City of Sunny Isles Beach Project Manager within five working days following the reporting period, Content: The report will consist of the following, as appropriate: . Activities performed during the reporting period . Activities planned for the next reporting period . Project change control activity . Problems, concerns, and recommendations Wireless Survey & Design Report Purpose: IBM will provide a report to the City Sunny Isles a Wireless Survey & Design Report containing all site survey findings, RF analysis and wireless network design for the deployment. Delivery: Three hard copies will be delivered to the City of Sunny Isles Beach Project Manager. Content: The report will consist of the following, as appropriate: . Report of all gathered information on site location . Overall maps and summary of proposed network . WiFi Coverage Maps . Recommendations for structural analysis if needed . Site power and grounding requirements . Coverage Reports . Mounting requirements . RF and network connections . Site design and build plan SiB August8,2006 Form v031406 Page 12 of 13 Broadband Wireless Assessment Appendix B. Project Change Control Procedure When both of us agree to a change in this Statement of Work, a written description of the agreed change (called a "Change Authorization") will be prepared, which both parties must sign. The Change Authorization will describe the change, the rationale for the change, and specify any change in the charges, estimated schedule, or other terms, Depending on the extent and complexity of the requested changes, IBM may charge for the effort required to analyze it. When charges are necessary in order to analyze a change, IBM will provide a written estimate and begin the analysis on written authorization, The terms of a mutually agreed upon Change Authorization will prevail over those of this Statement of Work or any previous Change Authorization, SIB August 8, 2006 Form v031406 Page 13 of 13 Broadband Wireless Assessment City Commission Norman S. Edelcup Mayor Roslyn Brezin Vice Mayor Gerry Goodman Commissioner Danny Iglesias Commissioner Lewis J. Thaler Commissioner A. John Szerlag City Manager Hans Ottinot City Attorney Jane A. Hines City Clerk July 28, 2006 Darryl (Troy) Bell International Business Machines (IBM) 7100 Highlands Parkway, D:2I-OI Smyrna, GA 30082 Re: Wireless Island Services Agreement with IBM Dear Mr. Bell: At its regular meeting of July 26), 2006, the City Commission adopted Resolution No. 2006-944, which approved a Wireless Island Services Agreement with IBM. Enclosed are the three (3) original agreements for execution by you and two witnesses. Upon completion, please return both originals to my attention. We will then finalize processing of the agreements and return an original, executed agreement and a copy of the approving resolution to you. Thank you. Very truly yours, ~c:...o Q~ W~ Priscilla Walker, CMC Deputy City Clerk Enclosures cc: A. John Szerlag City Manager (w/o attachments) Hans Ottinot, City Attorney (w/o attachments) Derrick Arias, Information Technology Director (w/o attachments) Shaun Gelvez, Contracts Administrator (w/o attachments) Office of the City Clerk (305) 792-1703 Phone (305) 949-3113 Fax IBM Wireless Island Agrmt For Sig Trans Ltr TO: FROM: DATE: RE: City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax (305) 947-2150 Building Department (305) 947-5107 Fox City Commission Norman S. Edelcup, Mayor Roslyn Brezin, Vice Mayor Gerry Goodman, Commissioner Danny Iglesias, Commissioner Lewis J. Thaler, Commissioner A. John Szerlag, City Manager Hans Ottinot, City Attorney Jane A. Hines, City Clerk MEMORANDUM Jean Watson, Finance Director . ~ Priscilla Walker, CMC, Deputy City Clerk~ September 26,2006 Approval of Wireless Island Agreement with IBM At its regular meeting of July 20, 2006, the City Commission adopted Resolution No. 2006-944, which approved a Wireless Island Agreement with IBM. The Agreement has been now been executed by all parties. Attached is a copy of the executed agreement and approving resolution for your files. Further, please be advised that Information Technology Director Derrick Arias has already provided the vendor with an original agreement and a copy of the approving resolution. Thank you. :pw Attachments cc: A. John Szerlag, City Manager (w/o attachments) Hans Ottinot, City Attorney (w/o attachments) Derrick Arias, Information Technology Director (w/o attachments) Shaun S. GeIvez, Contracts Coordinator Bud Scholl, Long Range Planning & Intergovernmental Relations Committee Chair Ibm Wireless Island Agrmt Exec Memo MEMORY TRANSM I SS ION REPORT FILE NUMBER DATE TO DOCUMENT PAGES START TIME END TIME SENT PAGES STATUS FILE NUMBER 201 TIME TEL NUMBER NAME 09-21-2006 01 :09PM 3057921564 SUNNY ISLES BEACH ADMINISTRATION 201 09-21 01 :08PM 917708631352 001 09-21 01 :08PM 09-21 01 :09PM 001 OK *** SUCCESSFUL TX NOT I CE *** B 0.,,._,. T_r.....s; ;a...d C~...d..,.~...s All conditions of the IBM Customer Agreement: apply to this Statement af \Nork. In entering into this SO\N. you are not relying upon any representation made by or on behalf o'f IBM that: is not specified in the Agreement or this SO,^" including, '\Nithout limitation. the actual or est.ima.ted complet.ion date, number of" hours to' provide any of the Services. charges to' be paid. or the results of any of the SeTVices to be provided under this SO\N IBM agl"'ees to provide the Services described in this SOVV provided you accept this SOVV. ,^,ithout modification.. by signing in the space bela,^, on O'r befa....e September 15, 2006 Each of' us agrees that the complete agreement be~een us about these Services consists of" 1) this Statement of VVark and 2) the Agreernent. Agreed to.: City of Sunny Isles Beach Agreed to: International Business Machines Corporation Customer number: 4-126'21 Customer: ~dd_ress: By: ~~~ ~~ AuU""oorlzod "'ignalura NSn"le (type or print.): Patrieia Hearn Dat.e: Septembel a~ 2006 Agreement: Numt:.er: Statement of'VVor"k number: ., B070 Colli....s Ave Sunny Isles. Beach~ FL 331.60 IBM Office add....e~s: IBM Corporation 7100 Highland.e Park\Nsy Smyrna. GA 300B2 -~~~,~ "-:;,. --:s-~'""- '" - ,...:}E>S'j e,Yio..c -<:.:.0-'~ jc;.. L...~\:=:.. APP~OVE.DAS:'-O FOR~ AND LEGAL SUFFl.CENCb 't'lANS*~~TT RNEY August e. 2006 Form v0;;3"1406 Broadband \Nlre.ess Assessment Page 11 of' 13 S~B