Res No. 152-18 RESOLUTION NO. 152-18
A RESOLUTION OF THE CITY OF DELRAY BEACH,
f FLORIDA APPROVING AN AGREEMENT WITH SPATIAL
FOCUS, LLC FOR SPECIALIZED SERVICES REGARDING
ADDRESSING, LOCAL UPDATE OF CENSUS ADDRESSES
(LUCA), AND DEVELOPMENT OF A FUNCTIONAL
MASTER ADDRESS REPOSITORY (MAR); AUTHORIZING
THE CITY MANAGER TO EXECUTE THE AGREEMENT
AND TAKE ALL ACTIONS NECESSARY TO EFFECTUATE
k THIS AGREEMENT; PROVIDING AN EFFECTIVE DATE;
AND FOR OTHER PURPOSES.
WHEREAS, the City of Delray Beach (City) is authorized to enter into agreements to provide
services,programming and products in accordance with its Charter; and
WHEREAS, the City requires services and products for the purpose of specialized services
regarding addressing, Local Update of Census Addresses (LUCA), and development of a functional
Master Address Repository (MAR);and
III
WHEREAS, the City desires to enter into an agreement with Spatial Focus, LLC for these
services and products; 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.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY
OF DELRAY BEACH, FLORIDA,AS FOLLOWS:
Section 1. The foregoing recitals are hereby affirmed and ratified.
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Section 2. The City Commission of the City of Delray Beach has reviewed and hereby
approves this Agreement between the City and Spatial Focus,LLC,which is attached to this Resolution
as Exhibit A.
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Section 3. The City Commission authorizes the City Manager to execute the Agreement
and any amendments and/or renewals thereto, and take any other actions necessary to effectuate this
Agreement.
Section 4. This Resolution shall become effective immediately upon adoption.
PASSED AND ADOPTED in regular session on the
day of O 0 ,2018.
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ATTEST: ' ... he*y Petrolia, May
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KaterriJohnson, City Verk
Approved„was to form and legal sufficiency:
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CITY OF DELRAY BEACH
100 NW 1st AVENUE, DELRAY BEACH, FL
PURCHASE AGREEMENT FOR
SPATIAL FOCUS, LLC
AGREEMENT
THIS AGREEMENT is made and entered into by and between the City of Delray Beach, a Florida
municipal corporation ("City"), whose address is 100 NW 15t Avenue, Delray Beach, Florida 33444, and
Spatial Focus, LLC (hereafter referred to as "Contractor"), whose address is P.O. Box 683, Avondale
Estates, GA 30002.
WHEREAS,the City desires to retain the services of the Contractor to perform specialized
services regarding addressing, Local Update of Census Addresses(LUCA),and development of a
functional Master Address Repository(MAR).
NOW, THEREFORE, in consideration of the mutual covenants and promises hereafter set forth,
the Contractor and the City agree as follows:
ARTICLE 1. INCORPORATION OF REQUEST FOR PROPOSALS
The terms and conditions of this Agreement shall include and incorporate the terms, conditions,
and specifications set forth in the Master Address Repository Proposal dated October 15, 2018.
ARTICLE 2. DESCRIPTION OF GOODS OR SCOPE OF SERVICES
The Contractor shall provide the goods and/or perform those services identified in the Master
Address Repository Proposal,which is incorporated herein by reference.
ARTICLE 3. COMPENSATION
The City shall pay to the Contractor, in compliance with the Pricing Schedule attached hereto
and incorporated herein, according to the terms and specifications of the referenced in the Master
Address Repository Proposal.
ARTICLE 4. MISCELLANEOUS PROVISIONS
a. Notice Format. All notices or other written communications required, contemplated, or
permitted under this Agreement shall be in writing and shall be hand delivered, teiecommunicated, or
mailed by registered or certified mail (postage prepaid), return receipt requested, to the following
addresses:
L As to the City: City of Delray Beach
100 NW 1st Street
Delray Beach, Florida 33444
Attn: City Manager
Email: Inaizr rc >BeamB:aacµl�dcrr�
ii. with a copy to: City of Delray Beach
200 NW 15t Street
Delray Beach, Florida 33444-
Attn: City Attorney
Email: '�-�c1inL.c�rji.y av,l_rybeach.corn
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iii. As to the Contractor: Spatial Focus, LLC
P.O. Box 683
Avondale Estates,GA 30002
Attn.: Randal Krejcarek, PE,GISP
b. Headings. The headings contained in this Agreement are for convenience of reference
only,and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.
C. Effective Date. The effective date of this Agreement shall be as of the date it has been
executed by both the parties hereto.
d. Fiscal Funding. The City's obligation pursuant to this agreement is specifically
contingent upon the lawful appropriation of funds. Failure to lawfully appropriate funds for any
contract or agreement awarded shall result in automatic termination of the contract or agreement.
e. Public Records. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, IT SHALL CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT CITY OF DELRAY BEACH, CITY
CLERK, 100 N.W. IST AVE., DELRAY BEACH FLORIDA. THE CITY CLERK'S OFFICE MAY BE CONTACTED BY
PHONE AT 561-24.3-7050 OR VIA EMAIL AT CITYCLERK@MYDELRAYBEACH.COM.
Contractor shall comply with public records laws,specifically to:
i. Keep and maintain public records required by the Licensee to perform the
service.
ii. Upon request from the Licensees custodian of public records, provide the
Licensee with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in Florida Statute or as
otherwise provided by law.
iii. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by law for the
duration of the Agreement term and following completion of the Agreement if Contractor does
not transfer the records to the Licensee.
iv. Upon completion of the Agreement, transfer, at no cost, to the Licensee all
public records in possession of the Contractor or keep and maintain public records required by
the Licensee to perform the service. If Contractor transfers all public records to the Licensee
upon completion of the Agreement, Contractor shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. If
Contractor keeps and maintains public records upon completion of the Agreement, it shall meet
all applicable requirements for retaining public records.All records stored electronically must be
provided to the Licensee, upon request from the Licensee's custodian of public records, in a
format that is compatible with the information technology systems of the Licensee.
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V. If Contractor does not compk/, with this section, the Licensee shall enforce �h�
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contract provisions in accordance with the contract and may unilaterally cancel this contract in \
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accordance with state law.
f. inspector General. Contractor isaware the Inspector General of Palm Beach County has
the authority to investigate and audit matters relating to the negotiation and performance of this
contract and may demand and obtain records and testimony from Contractor and its sub licensees and
lower tier sub licensees. Contractor understands and agrees that in addition to all other remedies and
consequences provided by law, the failure of Contractor to fully cooperate with the Inspector General |
when requested may be deemed by the Licensee to be a material breach of this Agreement justifying its
termination.
9. AssiRnrn nt. Contractor shall not assign,transfer, hypothecate, or otherwise dispose of
this contract, including any rights, tide, or interest therein, or its power to execute such contract to any
person, company, or corporation without the prior written consent of the City. Assignment without the
prior consent of the City may result in termination of the contract for default.
h. Indemnification. Contractor shall indemnify and hold harmless the City and its officers,
employees, agents, and instrumentalities from any and all liability, losses or damages, including
attorney's fees and costs of defense, which the City or its officers, employees, agents, or
instrumentalities may incur as a result ofclaims, demands, suits, causes of actions, or proceedings of
any kind or nature arising out of, relating to, or resulting from the performance of the agreement by
Contractor or its employees, agents, servants, partners, principals, or subcontractors. Contractor shall
pay all claims and losses in connection therewith, and shall investigate and defend all claims, suits, or
actions of any kind or nature in the name of the City,where applicable, including appellate proceedings, |
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and shall pay all costs judgments, and attorneys fees which may be incurred thereon. Contractor
expressly understands and agrees that any insurance protection required by this contract agreement or �
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otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save �
harmless, and defend the City or its officers, employees, agents, and instrumentalities as herein '
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provided.
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i. Termination. The City, at its sole discretion, reserves the right to terminate this �!
agreement with orwithout cause immediately upon providing written notice to Contractor. Upon '
receipt of such notice, the Contractor shall not incur any additional costs under the contract. The City
shall be liable only for reasonable costs incurred by the Contractor prior to the date of the notice of 1
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termination. The City shall bethe sole judge of"reasonable costs."
j. Performance. The City reserves the right to terminate this contract, in part or in whole, �
or place Contractor on probation in the event Contractor fails to perform in accordance with the terms �
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and conditions stated herein by providing written notice of such failure or default and by specifying a
reasonable time period within which Contractor must cure any such failure to perform or default. if u
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Contractor fails to cure the default within the time specified, the City may then terminate the subject �
contract byproviding written notice to Contractor. The City further reserves the right to suspend or
debar Contractor in accordance with the appropriate City ordinances, resolutions, and/or policies. The
vendor will benotified bmletter ofthe Cit/sintent toterminate. |nthe event oftermination for default,
the City may procure the required goods and/or services from any source and use any method deemed
in its best interest. All re-procurement costs shall be borne by Contractor.
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k. Law and Venue. This contract and all transactions contemplated by this agreement shall
be governed by and construed and enforced in accordance with the laws of the State of Florida without
regard to any contrary conflicts of law principle. Venue of all proceedings in connection herewith shall
lie exclusively in Palm Reach County, Florida, and each party hereby waives whatever its respective
rights may have been in the selection of venue.
I. Fees and Costs. It is hereby understood and agreed that in the event any lawsuit in the
judicial system, federal or state, is brought to enforce compliance with this contract or interpret same,
or if any administrative proceeding is brought for the same purposes, each party shall pay their own
attorney's fees and costs,including appellate fees and costs.
M. Written Agreement. This document represents the final and complete understanding of
the parties and incorporates or supersedes all prior negotiations, correspondence, conversations,
agreements, and understandings applicable to the matters contained herein. The parties agree that
there is no commitment, agreement, or understanding concerning the subject matter of this License
that is not contained in this written document. Accordingly,the parties agree that no deviation from the
terms hereof shall be predicated upon any prior representation or agreement,whether oral or written.
n. Jointly ®rafted. The parties hereto acknowledge that they have sought and received
whatever competent advice and counsel as was necessary for them to form a full and complete
understanding of all rights and obligations herein and that the preparation of this Agreement has been a
joint effort of the parties,the language has been agreed to by parties to express their mutual intent, and
the resulting document shall not, solely as a matter of judicial construction, be construed more severely
against one of the parties than the other.
o. Modification. No modification, amendment or alteration of the terms or conditions
contained herein shall be effective unless contained in a written document executed by the parties
hereto,with the same formality and of equal dignity herewith.
ARTICLE 5. CONTRACT TERM
The Contract and Agreement shall be effective for three(3)years.The City shall have the right
to renew this contract at the end of the contact period for subsequent one (1)year terms, under the
same terms,specifications,and conditions as set forth by this contract. The City shall provide written
notice of its intention to exercise its right of renewal at least thirty(30)days prior to the termination
date of this contract or subsequent renewal. The City's right of renewal is limited to two consecutive
renewals for one(1)year terms.
(The remainder of this page is intentionally left blank)
IN WITNESS WHEREOF,the parties have executed this Agreement on the dates hereinafter written.
CITY QZDEL YP EACH, FLO DA
[SEAL] "
By:
Shelly Petrolia,City May40
ATTEST:
By;
Katerri Johnson', City Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
By:,,,
Attorney
L City
CONTRACTOR
[SEAL] B
Sara W. Yur an
Printed Name
Pr_inrin,gl
Title
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 5th day of December , 2018,
by Sara W. Yur an , as Princ° al (name of officer or agent, title of officer
or agent), of Spatial Focus LLC (name of corporation acknowledging), a
Borgia (state or place of incorporation) corporation, on behalf of the corporation.
He/She is personally known toduced C�e�r�ia Kiri®®�r'.� lir:pnqp (type
of identification) as identific L J ®®®
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SION
State of