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Res No. 68-18 RESOLUTION NO. 68-18 A RESOLUTION OF THE CITY OF DELRAY BEACH, FLORIDA APPROVING AN AGREEMENT WITH E"-TMRDEV, LLC FOR INFORMATION TECHNOLOGY SECURITY SERVICES; AUTHORIZING THE CITY MANAGER TO TAKE ALL ACTIONS NECESSARY TO EFFECTUATE THIS AGREENJENT, PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. WHEREAS,the City of Delray Beach C City") is authorized to enter into agreements to provide services,programming and products in accordance with its Charter,and WHEREAS,the City requires information technology security services;and WHEREAS,the City desires to enter into an agreement with Interdev,LLQ and WHEREAS,the City Commission deems approval of this resolution to be in the best interest of the health, safety,and welfare of the residents and citizens of the City of Delray Beach and the public at Large- I NOW, THEREFORE, BE IT ORDAINED BY TEE CITY COMMISSION OF THE CITY OF DELRAY BEACK FLORIDA,AS FOLLOWS: Section 1. The foregoing recitals are hereby affirmed and ratified. Section 2. The City Commission of the City of Delray Beach has reviewed and hereby approves the proposal between the City and Interdev, LLQ which is attached hereto and incorporated herein as "Exhibit A". Section 3. The City Commission authorizes the GtyManager to execute any agreements and any amendments and/or renewals thereto, and take any other actions necessary to effectuate the City's agreement with Interdev. Section 4. This Resolution shall become effective immediately upon adoption. PASSED ADOPTED in regular session on the, % qday of M ST: ,,..���..,,,, M " O R AT'I'E ��u��� Kateni Jo on, City Clerk, "roy o form d g sufficiency: Max Lo ,City Attorney 2 PAGE 1 OF 1 CREATED ON PURCHASE ORDER NO. 09/07/2018 2018-00002788 100 N.W. 1st Avenue PO STATUS: Open Delray Beach, FL 33444 VENDOR: BILL TO: SHIP TO: 14215-InterDev, LLC Finance Department Information Technology 2650 Holcomb Bridge Rd.Ste. 120 100 NW 1st Ave 150 NW 1 st Ave Alpharetta,GA 30022 DELRAY BEACH, FL 33444 DELRAY BEACH, FL 33444 (770)6434400 REQUESTED BY Information Technology,Information Tech PAYMENT TERMS DELIVER BY RESOLUTION NO. SHIP VIA FREIGHT TERMS NOTE TO VENDOR: INTERDEV-IT SECURITY SERVICES NOT-TO-EXCEED$128K FOR 10 MO FLORIDA STATE SALES TAX EXEMPTION CERTIFICATE NO.85-8012621559C-4 ITEM NO. QUANTITY UOM DESCRIPTION UNIT PRICE EXTENDED PRICE 1 1.0000 Each INTERDEV-IT SECURITY SERVICES NOT-TO-EXCEED$128K $128,000.000 $128,000.00 FOR 10 MO 0 PROFESSIONAL SERVICES(NOT OTHERWISE CLASSIFIED) APPROVED: PURCHASE ORDER TOTAL $128,000.00 7-71 C® NT AUTHORIZED SIGNATURE Gr ',Y e ORDER SUBJECT TO TERMS AND CONDITIONS ON THE FINAL PAGE CONDITIONS OF PURCHASE 1. ACCEPTANCE:This order is for the purchase of goods and/or services(herein referred to as"the Articles"described on the front side herein). The Buyer's offer to the Seller and the Seller's acknowledgment to the Buyer shall constitute Seller's acceptance of such order including all of the terms and conditions herein set out.In the absence of such acknowledgement,commencement of delivery of the Articles and/or services and acceptance of such deliveries by Buyer shall constitute a firm contract on the terms and conditions hereof.This order is subject to the following terms and conditions and no others unless there is a signed agreement between the parties providing otherwise.In the event of a conflict, Buyer's terms and conditions prevail. 2. WARRANTY-PRODUCT:The Seller expressly warrants that the Articles shall be merchantable within the meaning of Articles 2-314(2)of the Uniform Commercial Code as provided by Florida Law and in effect on the date of this order.In addition to all warranties which may be prescribed by law the Articles shall conform to specifications,drawing,and description and shall be free from defects in materials and workmanship.Seller also warrants that the extent the Articles are not manufactured pursuant to detailed designs furnished by Buyer,that they will be free from defects in design.Such warranties,including warranties prescribed by law shall run to Buyer,its successor,assigns,and customers,and to users of the Articles for a period of one(1)year after delivery unless otherwise stated. 3. INDEMNITY AND INSURANCE:(a)Seller shall defend,indemnify and hold Buyer, its employees, its customers and users of the purchased Articles,harmless from any property damage,personal injuries,or death arising out of Seller's(or its subcontractor's)work or performance hereunder and shall procure and maintain liability insurance, including contractual liability coverage,with minimum limits of$300,000 combined single limits to be effective during period of warranty with such higher limits as Buyer shall reasonably request of Seller.Seller shall on or before delivery of the Articles purchased hereunder,famish to Buyer a Certificate of Insurance evidencing the foregoing coverage and limits.(b)Seller shall defend,indemnify and hold Buyer harmless from the assessments by any third party of any liquidated damages or proven actual damages arising out of the failure of Seller to timely deliver the Articles purchased hereunder.(c)Seller shall defend,indemnify and hold harmless Buyer,its officers,directors,agents and employees from and against any and all damages,charges,losses,(including the cost of any Articles lost by libel,condemnation,or voluntary recall)actions,and proceedings brought by the United States of America,or any State government or any agency or instrumentality thereof against Buyer,its officers,directors,agents and/or employees or assigns on such Articles by reason of any claim or findings by and said public authority that any such Articles are not as herein guaranteed. 4. TERMINATION:(a)Buyer may terminate this order,in whole or in part without liability to Buyer,if deliveries are not made at the time and in the quantities specified or in the event of a breach or failure of any of the other terms or conditions hereof.(b)Buyer may terminate this order in whole or in part,at any time for its convenience,by noticing to Seller in writing.On receipt by Seller of such notice,Seller shall,and to the extent specified therein,stop work hereunder and stop the placement of subcontractors,terminate work under subcontracts outstanding hereunder,and take any necessary action to protect property in Seller's possession in which Buyer has or may acquire an interest.Any termination claim must be submitted to Buyer within sixty(60)days after the effective date of the termination.(c)Any termination by Buyer,whether for default or otherwise,shall be without prejudice to any claims for damages or other rights of Buyer against Seller.(d)Buyer shall have the right to audit all elements of any termination claim and Seller shall make available to Buyer on request all books,records,and papers relating thereto. 5. COMPLIANCE WITH LAWS:Seller guarantees to Buyer that the Articles comply with all federal,state,and local laws,regulations,declarations,interpretations,and orders issued thereunder. 6. CONTROLLING LAW:This order and the performance of the parties hereunder shall be controlled and governed by the law of the State of Florida,and the venue shall be in Palm Beach County,Florida. 7. GENERAL:All warranties shall be construed as conditions as well as warranties. No waiver of a breach or any provision of this order shall constitute a waiver of any other breach or provision.No modification or change in,or departure from,or waiver of the provisions of this order shall be valid or binding unless approved by Buyer in writing.This order shall constitute the entire agreement between the parties.The Seller expressly agreed that any terms or conditions contained on any form or agreement other than this agreement,unless specifically agreed to otherwise by Seller and Buyer,which are not in full accord with the above stated agreement and its terms,shall be null and void. 8. ALLOCATION OF RISK:This risk for any damage to or destruction of the goods shall be home by the Seller at all times until delivery to the control of the Buyer,which shall be the point at which the Buyer actually receives the goods for use and has accepted such. 9. COURSE OF PERFORMANCE:The fact that a party may accept or acquiesce in a course of performance under this agreement does not affect the meaning of this agreement even though the accepting/acquiescing party knows of the nature of the performance and has an opportunity to object to it.(With respect to this course of performance provision.any time an individual attempts to perform under the contract in a manner which is not in accord with the terms of the contract,the City must promptly object to the manner of performance.) 10. PAST PRACTICES:The previous customs and practices of the parties hereto shall not be deemed a waiver or modification of the terms hereof. 11. REPAIRS-NON ACCEPTANCE:If any of the goods are delivered in a defective or non-working condition,efforts of the Buyer to correct such defect shall not constitute an acceptance where commercially reasonable in extent and cost,so that the Buyer may still reject the goods where the attempt to repair has proved unsuccessful. 12. PLACE OF DELIVERY:The goods shall be delivered to the City of Delray Beach,Florida,at address as stated on front. 13. INSPECTION GOODS:The Buyer shall have the right to inspect all goods before accepting delivery or making payment therefore.If rejected,the goods will be returned at Seller's risk,and all handling and transportation expenses,both ways,will be borne by and assumed by Seller.When material has been rejected by Buyer and returned for replacement it is essential that Seller receive new shipping instructions from Buyer before making the replacement.Inspection and approval for acceptance shall be made by the appropriate user department.The expense of inspection shall be home by the Buyer except as to goods which are properly rejected as non-conforming.Inspection shall be made within fourteen(14) calendar days of the delivery of goods. 14. NOTICE OF DEFECTS:It is expressly agreed that all claims for alleged damages or defective goods,shortage,or other cause shall be deemed waived unless made in writing and sent by Buyer within twenty(20)calendar days after Buyer learns of the alleged defect,damage,shortage,or other cause giving rise to the claim,provided,however,that any defects incapable of discovery shall not be deemed waived by the provisions herein,and,provided further,that this provision shall not be deemed a waiver of any warranties set forth herein or in any modification to this agreement. 15. FITNESS FOR PARTICULAR PURPOSE:Buyer makes no warranties except as set forth herein,provided,however,that notwithstanding any other provisions to the contrary herein,Buyer may have sought the expertise of Seller with respect to the fitness for a particular purpose of the subject goods and in purchasing said goods,may have relied upon the representations of Seller as an expert with respect to the use of such goods.In that event,Seller hereby agrees that any document exhibiting a request by Buyer for goods for a particular purpose,a reliance by Buyer upon the expertise of Seller with respect to the use of the goods,or any other similar such request or reliance shall constitute a modification to the terms of this agreement which shall effect a warranty of fitness for a particular purpose. 16. CONSEQUENTIAL DAMAGE:Seller acknowledges that Buyer has informed him that the goods are to be used by Buyer and that failure of Seller to fulfill the terms of this contract may result in consequential damages to Buyer because of the intended use to be made of the goods to the Buyer. 17. TAX EXEMPTION:The City of Delray Beach is exempt from Federal Excise Taxes.Where tax applies invoice must show gross,price,amount of tax,net price.Exemption certificate will be signed upon request.