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Res No. 147-18 RESOLUTION NO. 147-18 A RESOLUTION OF THE CITY OF DELRAY BEACH FLORIDA APPROVING AN AGREEMENT WITH CITIES DIGITAL, INC. FOR LASERFICIEE PRODUCTS AND SERVICES; AU.CHORIZING THE CITY MANAGER TO EXECUTE TIE AGREEMENT AND TAKE ALL ACTIONS NECESSARY TO EFFECTUATE THIS AGREEMENT; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. WHEREAS,the City of Delray Beach("Qty") is authorized to enter into agreements to provide services,programming and products in accordance with its Charter;and WHEREAS, the City requires Laserfiche products and services for the purpose of managing documents and integrating Laserfiche with New World Enterprise Resource Planning solution;and jWHEREAS,the City desires to enter into an agreement with Cities Digital,Inc.;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 QTY 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 this Agreement between the City and Cities Digital,Inc.,which is attached to this Resolution as Exhibit,,A." 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 /Pt "day of ,, - ,2018. .. ..... ATTEST: MAY O R XKE ;7— "2: Katerri Johnson, `ty Clerk Approvedt orm d legal sufficiency- 7, _ R Max� , an,CityA0 e Nm�,�w� '?, Y7 2 City of Delray Beach CS2019-002 Cities Digital Agreement Exhibit A to Resolution No. 147-18 AGREEMENT THIS AGREEMENT is made by and between the City of Delray Beach, a Florida municipal corporation (hereinafter referred to as "City"), whose address is 100 N.W. 1St Avenue, Delray Beach, FL 33444 and Cities Digital, Inc., a Wisconsin Corporation (hereinafter referred to as "Contractor"), whose address is 2000 Oneil Road, Suite 150, Hudson, Wisconsin 54016, this J ``l day of 201 b. WHEREAS, the City has a need to procure Laserfiche products and services (herein referred to as "Services"); and, WHEREAS, Laserfiche is sold and maintained exclusively through Value Added Resellers, which are qualified by Laserfiche; and WHEREAS, Contractor was recommended by Laserfiche to the City to perform integration between New World Enterprise Resource Planning solution and Laserfiche based on previous experience; and WHEREAS, the City has deemed Contractor a city standard for Services in accordance with the Purchasing Policies and Procedures Manual, City Standard policy (herein referred to as "City Standard Policy"); and WHEREAS, the City desires to obtain Services from Contractor utilizing the City Standard Policy; and, WHEREAS, the Contractor will perform Services pursuant to negotiated quotes on a per-task basis; and, WHEREAS, the Contractor agrees to provide Services to the City in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration of which the parties hereto acknowledge, the parties agree as follows: 1 The above recitals are true and correct and are incorporated herein by reference. 2 The Contractor shall provide Services to the City in accordance with the terms and conditions of this Agreement. 3 The City shall pay the Contractor in accordance with the pricing detailed in each quote. City of Delray Beach CS2019-002 Cities Digital Agreement Exhibit A to Resolution No. 147-18 4 This Agreement is in full force and effect upon full execution by the City and shall expire on June 24, 2020. 5 The City, at its sole discretion, reserves the right to terminate this Agreement with or without cause immediately upon providing written notice to Contractor. Upon receipt of such notice, the Contractor shall not incur any additional costs under the Agreement. The City shall be liable only for reasonable costs incurred by Contractor prior to the date of the notice of termination. The City shall be the sole judge of"reasonable costs." 6 The 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 of claims, 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 the Contractor or its employees, agents, servants, partners, principals, or subcontractors. The 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, and shall pay all costs, judgments, and attorney's fees which may be incurred thereon. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the 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 provided the obligations of this section shall survive the term of this Agreement. 7 Upon request, Contractor shall provide certificates of insurance to the City evidencing its insurance coverage and naming the City as an additional insured. Such insurance shall be in an amount and form as described in Exhibit B and shall be delivered to the City prior to execution of this Agreement. If Contractor fails to provide the certificates of insurances in a form acceptable to the City, the City may immediately terminate this Agreement. 8 Whenever either Party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the Parties designate the following: For CITY: City of Delray Beach 100 N.W. 1st Avenue Delray Beach, Florida 33444 Attn: City Manager City of Delray Beach CS2019-002 Cities Digital Agreement Exhibit A to Resolution No. 147-18 With copy to: City of Delray Beach 100 N.W. 1st Avenue Delray Beach, Florida 33444 Attn: City Attorney For CONTRACTOR: Cities Digital, Inc. 2000 Oneil Road, Suite 150 Hudson, Wisconsin 54016 Attn: Patrick Welsch, President 9 Neither this Agreement nor any right or interest herein shall be assigned, transferred, or encumbered without the written consent of the other Party. 10 This Agreement shall be construed in accordance with the City of Delray Beach's Code of Ordinances and the laws of the State of Florida. Any dispute relating to this Agreement shall only be filed in a court of competent jurisdiction in Palm Beach County, Florida, and each of the parties to this Agreement submits itself to the jurisdiction of such court. 11 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, 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 561-243-7050 OR VIA EMAIL AT CITYCLEIR 8MYD1EL1RAYBEACH.00M. a. Contractor shall comply with public records laws, specifically to: i. Keep and maintain public records required by the City to perform the service. ii. Upon request from the City's custodian of public records, provide the City 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 the Contractor does not transfer the records to the City. City of Delray Beach CS2019-002 Cities Digital Agreement Exhibit A to Resolution No. 147-18 iv. Upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. V. If the Contractor does not comply with this section, the City shall enforce the contract provisions in accordance with the contract and may unilaterally cancel this contract in accordance with state law. 12 Contractor is aware that 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 subcontractors and lower tier subcontractors. Contractor understands and agrees that in addition to all other remedies and consequences provided by law, the failure of Contractor or its subcontractors and lower tier subcontractors to fully cooperate with the Inspector General when requested may be deemed by the City to be a material breach of this Agreement justifying its termination. 13 The continuation of this Agreement beyond the end of any fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Florida law. 14 The documents listed below are a part of this Agreement and are hereby incorporated by reference. In the event of inconsistency between the documents, unless otherwise provided herein, the terms of the following documents will govern in the following order of precedence: a. Terms and conditions as contained in this Agreement. b. The City's purchase order terms and conditions. [Remainder of page intentionally left blank.] City of Delray Beach CS2019-002 Cities Digital Agreement Exhibit A to Resolution No. 147-18 IN WITNESS WHEREOF, the City and the Contractor executed this Agreement as of the day and year first above written. ATTEST: CITY OF DELRAY BEACH By: 4A, Katerri Johnson ity Clerk Mark. R Lauzier, City anager Approve s to form and legal sufficiency: City-At ty �n �� A CONTRCTO-R` ®\ �10013IAISM'illl ,t®�® �oOPI E��®,q/✓ ��® By. 6 u• " : z ® Print Name: ���- _. 1 �0 ®®®®<®.A ^.�®� Title: SEAL STATE OF Gt V4✓\ COUNTY OF <.; The foregoing instrument was acknowledged before me this day of , jdV(yM.10((, 201_, by Qct}r;c.k. 41 e I �r.ln , as Pres;J<,y4 (name of officer or agent, title of officer or agent), of L �;L� D,a; ) (� ., (name of corporation acknowledging), a (state or place f incorporation) corporation, on behalf of the corporation. He / She is personally known to me or has produced Wft\A' A,,, (type of identification) as identification. 4- Not Public— State of City of Delray Beach CS2019-002 Cities Digital Agreement Exhibit A to Resolution No. 147-18 EXHIBIT B INSURANCE REQUIREMENTS As required per task, insurance coverage is to be issued by an insurance company authorized, licensed and registered to do business in the State of Florida, with the minimum rating of B+ or better, in accordance with the latest edition of A.M. Best's Insurance Guide. This insurance shall be documented in certificates of insurance which provides that the City of Delray Beach shall be notified at least thirty (30) days in advance of cancellation, non- renewal, or adverse change. The receipt of certificates or other documentation of insurance or policies or copies of policies by the City or by any of its representatives, which indicate less coverage than is required, does not constitute a waiver of Contractor's obligation to fulfill the insurance requirements herein. Deductibles must be acceptable to the City of Delray Beach. Contractor shall provide insurance coverage as follows: 1. Workers' Compensation Insurance — as required by law. 2. Employer's Liability Insurance - $100,000 per occurrence, $100,000 for each disease, and $500,000 for aggregate disease 3. Comprehensive General Liability Insurance — with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate for Bodily Injury and Property Damage. 4. Professional Liability Insurance — with limits of not less than $1,000,000 annual aggregate. All renewal or replacement certificates of insurance shall be forwarded to the City Purchasing Department located at 100 N.W. 1 st Ave., Delray Beach, FL 33444.