HomeMy WebLinkAboutR-2026-117 Agreement with Peoplyst LLC for Human Resources Information System Updating (RFP #2025-030)RESOLUTION NO. 2026-117
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE CITY TO ENTER INTO AN
AGREEMENT WITH PEOPLYST LLC FOR CONSULTING SERVICES;
AUTHORIZING THE CITY TO EXCEED THE $50,000.00 SINGLE‑VENDOR
ANNUAL THRESHOLD FOR THE DURATION OF THE CONTRACT
PERIOD; PROVIDING FOR CONFLICTS; PROVIDING FOR
SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Dania Beach Code of Ordinances, Chapter 2, Article 1, Section 2-10, “Monetary
thresholds for certain purchases and payment disbursement authorizations”, Subsection (a), sets the
monetary threshold at Fifty Thousand Dollars ($50,000.00) for a vendor each fiscal year; and
WHEREAS, pursuant to Resolution No. 2026-100, Invitation to Bid (“ITB”) No. 25-030,
entitled “Human Resources technology Consultation Services” was awarded to Peoplyst LLC on
July 8, 2026; and
WHEREAS, the Agreement specifying the services’ scope has been prepared and agreed
upon by both parties, which Agreement is attached as Exhibit “A” and incorporated into this
Resolution by this reference.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF DANIA BEACH, FLORIDA THAT:
Section 1. That the above “Whereas” clauses are ratified and confirmed, and they are
made a part of and incorporated into this Resolution by this reference.
Section 2. That the City Commission authorizes the proper City officials to execute an
agreement with Peoplyst LLC, to provide consulting services to modernize the Human Resources
Information System.
Section 3. That the City Manager and City Attorney are authorized to make revisions
to such Amendment as are deemed necessary and proper and in the best interests of the City.
Section 4. That funding for this project will be appropriated from GL Account #001-
13-01-513-63-10.
Section 5. That all resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Section 6. That this Resolution shall be effective ten (10) days after passage and
adoption.
2 RESOLUTION #2026-117
PASSED AND ADOPTED on September 14, 2026.
Motion by Commissioner Lewellen, second by Vice Mayor Salvino.
FINAL VOTE ON ADOPTION: Unanimous X
Yes No
Commissioner Lori Lewellen ____ ____
Commissioner Luis Rimoli ____ ____
Commissioner Archibald J. Ryan IV ____ ____
Vice Mayor Marco Salvino ____ ____
Mayor Joyce L. Davis ____ ____
ATTEST:
ERIN MCCLENDON JOYCE L. DAVIS
DEPUTY CITY CLERK MAYOR
APPROVED AS TO FORM AND CORRECTNESS:
EVE A. BOUTSIS
CITY ATTORNEY
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PROFESSIONAL SERVICES AGREEMENT
HUMAN RESOURCES TECHNOLOGY CONSULTATION SERVICES
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered
into as of the ___ day of __________, 2026 ("Effective Date"), by and between the CITY OF
DANIA BEACH, FLORIDA, a Florida municipal corporation ("City"), whose address is 100 West
Dania Beach Boulevard, Dania Beach, Florida 33004, and PEOPLYST, LLC, a Florida limited
liability company authorized to transact business in the State of Florida ("Consultant"), whose
principal business address is 8363 Highgate Drive, Jacksonville, Florida 32216.
The City and the Consultant may be referred to individually as a "Party" and collectively as the
"Parties."
RECITALS
WHEREAS, the City desires to procure professional consulting services to assist the City
in evaluating its Human Resources Information System ("HRIS"), identifying operational
requirements, selecting an appropriate replacement HRIS platform, and providing implementation
consulting services; and
WHEREAS, on October 22, 2025, the City issued Request for Proposals No. 25-030
seeking qualified firms to provide Human Resources Technology Consultation Services (the
"RFP"); and
WHEREAS, Consultant timely submitted a proposal in response to the RFP, representing
that it possesses the experience, personnel, technical expertise, and resources necessary to perform
the required services; and
WHEREAS, following evaluation of the proposals received, the City's Selection
Evaluation Committee ranked Consultant as the highest-ranked proposer; and
WHEREAS, by Resolution No. 2026-100, adopted on July 7, 2026, the City Commission
authorized the City Manager to negotiate a Professional Services Agreement with Consultant, with
the final Agreement to be presented to the City Commission for approval;
WHEREAS, the Parties desire to enter into this Agreement establishing the terms and
conditions under which Consultant shall provide comprehensive professional consulting services
for the City's HRIS evaluation, procurement support, implementation support, change
management, training, and related services described in this Agreement, the RFP, Consultant’s
Proposal, and the incorporated Scope of Services; and
WHEREAS, the City has determined that entering into this Agreement serves a valid municipal
and public purpose by improving operational efficiency, strengthening internal controls, enhancing
employee services, supporting compliance with applicable laws, and facilitating the successful
implementation of a modern Human Resources Information System.
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NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Parties agree as follows:
ARTICLE 1-DEFINITIONS
Unless the context clearly requires otherwise, the following terms shall have the meanings set forth
below.
1.01 Agreement. "Agreement" means this Professional Services Agreement, including all
exhibits, attachments, amendments, written change orders, and documents expressly incorporated
herein by reference, subject to the order of precedence in Section 12.14.
1.02 City. The City of Dania Beach, Florida, including its City Commission, City Manager,
officers, employees, representatives, agents, and authorized designees.
1.03 Consultant. Peoplyst, LLC, together with its officers, employees, principals, subcontractors
approved by the City, agents, and authorized representatives.
1.04 Project. “ “Project” means the comprehensive Human Resources Technology Consultation
Services contemplated by this Agreement, including the Services and Deliverables required by this
Agreement, the RFP, Consultant’s Proposal, and the applicable exhibits, together with any
Additional Services authorized through a written Change Order. The Project includes HRIS
evaluation, requirements development, procurement and vendor selection support, implementation
support and oversight, change management, training, project management, testing oversight, and
post-implementation support within the agreed Scope of Services.
1.05 Services. “Services” means all professional, technical, advisory, administrative, consulting,
project management, implementation support, reporting, documentation, training, transition, and
related services required by this Agreement, the RFP, Consultant’s Proposal, and the applicable
exhibits, including routine incidental activities reasonably necessary to complete the Project,
together with any Additional Services authorized by written Change Order.
1.06 Deliverables. “Deliverables” means every report, recommendation, requirements document,
workflow analysis, implementation plan, testing document, vendor evaluation, scoring matrix,
training material, communication plan, presentation, project schedule, integration document,
database, spreadsheet, electronic file, memorandum, and other client-facing or supporting work
product required by this Agreement, the RFP, Consultant’s Proposal, or an authorized Change
Order. Deliverables do not include Consultant’s general internal administrative records or Pre-
Existing Materials except to the extent incorporated into or reasonably necessary for the City’s
use, modification, maintenance, or continuation of a Deliverable.
1.07 Proposal. “Proposal” means Consultant’s Technical Proposal submitted in response to RFP
No. 25-030, together with any written clarifications accepted by the City, as modified by this
Agreement and subject to the order of precedence established in Section 12.14.
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1.08 Cost Proposal. Consultant's Cost Proposal dated November 21, 2025, establishing the
negotiated fixed fee, milestone pricing, hourly rates applicable to authorized Additional Services,
and reimbursable expense structure incorporated into this Agreement.
1.09 Project Manager. The individual designated by each Party to administer this Agreement.
1.10 Work Product. “Work Product” means the final Deliverables specifically prepared by
Consultant for the City and delivered pursuant to this Agreement or an authorized Change Order.
Work Product does not include Consultant’s Pre-Existing Materials, general internal
administrative records, methodologies, processes, frameworks, templates, models, scoring
methods, software, tools, know-how, techniques, or other intellectual property of general
applicability, developed independently of this Agreement. To the extent any Consultant-owned
materials are incorporated into or reasonably necessary to use the Work Product, such materials
shall remain the property of Consultant and shall be licensed to the City as provided in Section
6.02.
1.11 Business Day. Any day other than a Saturday, Sunday, or legal holiday observed by the City.
ARTICLE 2 - SCOPE OF SERVICES
2.01 General. Consultant shall furnish all labor, supervision, professional services, personnel,
expertise, equipment, software, materials, supplies, and incidental services reasonably necessary
to perform the Project, except for third party software, applications, services, travel, or other
expenses expressly reimbursable and approved in accordance with Section 4.05 in accordance
with this Agreement, the Contract Documents incorporated herein, and all applicable federal, state,
and local laws, regulations, and industry standards. Consultant shall perform the Services in a
timely, professional, diligent, and workmanlike manner in accordance with the standard of care
established in Section 2.07.
The Services are intended to be comprehensive and include all services identified in the Contract
Documents. Consultant shall perform routine incidental activities reasonably necessary to
complete those Services, provided such activities do not materially expand agreed Scope of
Services. Any material expansion beyond the agreed Scope of Services shall constitute Additional
Services only if authorized in advance pursuant to subject to Section 4.06.
2.02 Scope of Services. Consultant shall perform all professional services required by Request for
Proposals No. 25-030, including all addenda ("RFP"), and Consultant's Proposal dated November
21, 2025, as accepted by the City and incorporated herein as Exhibits "A" and "B," respectively.
The Services include, without limitation HRIS discovery and needs assessment, vendor evaluation
and selection assistance, implementation support, change management, training, project
management, post-implementation review and support required by the Contract Documents, and
all related services necessary to accomplish the objectives of the Project, as explicitly included in
this Agreement or as added through appropriate Change Order. Material services outside the agreed
Scope of Services may be added only through a written Change Order authorized under Section
4.06. In the event of any conflict between this Agreement and the Exhibits, the provisions of this
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Agreement shall control. The objective of the consultant is to support the procurement,
implementation, and post implementation needed to successfully transition to an HRIS platform.
2.03 Deliverables.
Consultant shall furnish reports, analyses, recommendations, project documentation, training
materials, implementation plans, and other Deliverables required by the RFP and Consultant’s
Proposal. Deliverables may be combined, consolidated, renamed, or provided in a format that
differs from the terminology used in the RFP or Consultant’s Proposal, with the City’s prior written
approval provided that the Deliverables fully satisfy the applicable requirements and intended
purpose of the Services.
A single Deliverable may satisfy multiple related requirements identified in the RFP or
Consultant’s Proposal. Consultant shall not be required to prepare duplicative Deliverables solely
because substantially similar work products are described under different names, formats, or
headings in the RFP and Consultant’s Proposal.
All Deliverables shall be subject to the City’s review and acceptance in accordance with Section
4.04 of this Agreement.
2.04 Professional Judgment. The City is engaging Consultant because of its experience and
expertise in Human Resources Information System consulting. Consultant will exercise
independent professional judgment in performing the Services and will provide objective
recommendations based upon the City's operational needs, the requirements of this Agreement,
and Consultant's professional expertise. If Consultant determines that a proposed course of action
may not be in the City's best interests, Consultant will promptly advise the City and provide
appropriate recommendations.
Consultant may reasonably rely upon information, data, representations, system documentation,
and other information furnished by the City, the selected HRIS vendor, and other third parties
unless Consultant knows or reasonably should know that such information is materially inaccurate
or incomplete.
Consultant shall not be responsible for the consequences of decisions made by the City or third
parties to the extent such decisions are materially contrary to Consultant's timely and complete
written recommendations.
2.05 Vendor Neutrality. Consultant will conduct all evaluations and recommendations in an
objective and impartial manner and will not permit any financial interest, business relationship,
referral arrangement, or other affiliation to influence its recommendations. Consultant will
promptly disclose any actual or potential conflict of interest or other circumstance that could
reasonably affect, or appear to affect, its objectivity and will cooperate with the City in resolving
the matter.
2.06 Procurement Assistance. Consultant will provide professional advice and technical
assistance throughout the procurement process, including assisting with evaluations, vendor
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demonstrations, technical reviews, and contract negotiations, as requested by the City. Consultant's
role is advisory, and all procurement decisions remain the sole responsibility of the City. Unless
expressly authorized in writing by the City Manager, Consultant has no authority to bind the City,
modify procurement requirements, waive procurement procedures, execute agreements, or
otherwise exercise authority reserved to the City by law or this Agreement.
2.07 Standard of Care. Consultant shall perform the Services with the degree of skill, care,
diligence, and professional judgment ordinarily exercised by experienced firms providing
comparable Human Resources Information System consulting services for governmental entities.
Consultant shall assign qualified personnel with the appropriate education, training, and
experience to perform the Services and shall devote the time and resources reasonably necessary
to achieve the objectives of the Project. In performing the Services, Consultant shall comply with
this Agreement, the RFP, applicable laws, regulations, and recognized professional standards, and
shall promptly advise the City of any circumstance that, in Consultant's professional judgment,
could materially affect the successful completion of the Project.
2.08 Coordination with the City and Third Parties. Consultant acknowledges that successful
completion of the Project will require coordination among the City, the selected HRIS vendor, and
other third-party providers whose systems interface with the City's human resources, payroll,
benefits, finance, document management, IT and related operations. Consultant shall work
collaboratively with the City and such third parties to facilitate the timely exchange of information,
coordinate project activities, identify issues and facilitate their resolution by the responsible party,
and promote the orderly progression of the Project. Consultant shall promptly notify the City of
any matter that, in Consultant's professional judgment, may materially affect the Project schedule,
budget, or successful implementation of the selected HRIS.
As part of the discovery and requirements-development Services, Consultant shall work with the
City to identify and document existing related software products, interfaces, data flows,
dependencies, and reasonably anticipated integration requirements disclosed by the City or
reasonably discoverable through the Services. Consultant shall advise whether each identified
function should be integrated with the selected HRIS, replaced by functionality within the selected
HRIS, retained, or otherwise addressed. The City retains sole authority to make those decisions.
Each party and third party shall remain responsible for the timely and accurate performance of its
respective obligations, systems, deliverables, decisions, and activities. Consultant shall not be
responsible for delays, defects, failures, or additional work to the extent caused solely by the City,
the selected HRIS vendor, or other third parties.
If a City or third party delay, failure, change, or dependency materially affects Consultant's
Services, Project Schedule, staffing requirements, or cost of performance, the Project Schedule
shall be reasonably adjusted to the extent of the documented impact, and any resulting material
additional Services shall be addressed through Section 4.06. No additional compensation shall be
due unless authorized in advance through a written Change Order.
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2.09 Compliance with Applicable Laws and Standards. Consultant shall perform the Services
in accordance with all applicable federal, state, and local laws, regulations, and ordinances,
including those governing public procurement, public records, employment practices, and the
protection of confidential information. Consultant shall also perform the Services in accordance
with generally accepted professional standards applicable to Human Resources Information
System consulting services and shall maintain any licenses, certifications, or qualifications
required to perform the Services throughout the term of this Agreement.
2.10 Technology and Data Security. Recognizing that Consultant may have access to information
concerning the City's personnel, payroll, benefits administration, and related operations,
Consultant shall implement and maintain commercially reasonable administrative, technical, and
physical safeguards designed to protect the confidentiality, integrity, and availability of City
information. Consultant shall use City information solely for purposes of performing the Services
under this Agreement and shall comply with the City's reasonable information security policies
and procedures while performing the Services. Any suspected or actual unauthorized access to,
use of, or disclosure of City information shall be reported to the City promptly upon discovery in
accordance with Article 7.03 of this Agreement.
ARTICLE 3 - PROJECT ADMINISTRATION
3.01 Project Representatives. Each Party shall designate a representative authorized to
administer this Agreement and serve as the primary point of contact for matters relating to the
Project. The City will designate a main contact for HR, IT and Finance. The City's Project
Representative shall have authority to review the progress of the Services, coordinate
communications on behalf of the City, and provide day-to-day direction consistent with this
Agreement. Consultant's Project Representative shall have overall responsibility for managing the
Services, coordinating Consultant's personnel, and serving as the primary liaison with the City.
Either Party may designate a successor Project Representative by providing written notice to the
other Party.
3.02 Key Personnel. The City has selected Consultant in reliance upon the qualifications,
experience, and expertise of the key personnel identified in Consultant's Proposal. Consultant shall
assign appropriately qualified personnel to perform the Services and shall not remove or replace
any key personnel identified in the Proposal without the City's prior written consent, which shall
not be unreasonably withheld, conditioned, or delayed. Any proposed replacement shall possess
qualifications and experience substantially equivalent to or greater than those of the individual
being replaced.
3.03 Project Meetings. Throughout the Project, the Parties will maintain regular communication
regarding project progress, upcoming activities, implementation issues, and matters requiring
coordination or decision. Consultant will participate in project meetings at reasonable intervals, in
person or by electronic means, as reasonably directed by the City based on the needs of the Project,
and will make appropriate members of its project team available as reasonably necessary to support
the Project. At the City's request, Consultant will also assist in presentations to executive
management or the City Commission concerning matters relating to the Services. When requested,
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by the City, consultative services will be in person with reasonable travel expenses reimbursed
only as provided in Section 4.05.,
3.04 Progress Reporting. Consultant will keep the City reasonably informed regarding the status
of the Project and will provide written progress reports at intervals reasonably requested by the
City. Each report should summarize work completed, identify upcoming milestones, describe any
issues affecting the Project, and include recommendations or information that will assist the City
in making informed project decisions.
3.05 Project Schedule. Consultant shall perform the Services in accordance with the project
schedule established pursuant to this Agreement or otherwise approved by the Parties. The
Consultant will provide a project timeline to the City designees for their feedback. The Consultant
must finalize the timeline and obtain City designee’s approval from HR, IT and Finance within 30
days of the Notice to Proceed. Consultant shall promptly notify the City of any circumstance that
may materially affect the timely completion of the Services and shall work collaboratively with
the City to develop appropriate corrective measures designed to minimize any resulting delay.
Consultant shall not materially modify the sequence of Services or any critical milestone without
the City’s prior written approval. The City may reasonably revise Project priorities, sequencing,
and milestones within the agreed Scope of Services. If a City-directed revision materially expands
the agreed Scope of Services or demonstrably increases Consultant’s required effort or cost, any
adjustment to compensation or the Project Schedule must be authorized in advance through a
written Change Order under Section 4.06.
3.06 Project Issues. Consultant recognizes that timely communication is important to the
successful completion of the Project. Consultant will promptly advise the City of any circumstance
that, in Consultant's professional judgment, may materially affect the scope, schedule, budget,
quality, or successful implementation of the Project. To the extent reasonably practicable,
Consultant will include its assessment of the issue together with any recommendations or
alternatives that may assist the City in evaluating and addressing the matter.
3.07 Professional Advice. The City is engaging Consultant because of its experience and expertise
in Human Resources Information System consulting. The City may rely upon Consultant's
professional advice and recommendations in connection with the Services. If Consultant
determines that advice or recommendations previously provided to the City should be clarified,
supplemented, or revised based upon newly discovered information or changed circumstances,
Consultant will promptly advise the City so that the Parties may evaluate the matter and determine
an appropriate course of action.
3.08 90 Day Post Implementation Review. A post-implementation review meeting will be held
approximately ninety (90) days following go-live to review system implementation, adoption, and
any outstanding concerns within the Scope of Services. Within thirty (30) days, after the meeting
Consultant shall, at no additional cost, correct any deficiency in Consultant's Services or
Deliverables identified during the review and complete any outstanding work required by the
Contract Documents. Issues caused soley by the City, the selected HRIS vendor,or third-party
systems or providers, shall remain the responsibility of the applicable party. However, Consultant
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shall provide the coordination, analysis, recommendations, and implementation support required
by the agreed Scope of Services in connection with those issues. New requirements, enhancements,
or services materially outside the agreed Scope of Services may be addressed through an
authorized Change Order under Section 4.06.
ARTICLE 4 - COMPENSATION AND PAYMENT
4.01 Compensation. As full compensation for the Services performed under this Agreement, the
City agrees to pay Consultant a total fixed fee not to exceed Sixty-Eight Thousand Dollars
($68,000.00), subject to the terms and conditions of this Agreement. The fixed fee is allocated
among the Project phases as set forth in Consultant's Cost Proposal, attached as Exhibit "C."
The fixed fee includes all labor, supervision, overhead, administrative expenses, ordinary business
expenses, and all other costs necessary to perform the Services within the agreed Scope of
Services, except for those reimbursable expenses expressly authorized under Section 4.05.
4.02 Invoices. Consultant may submit invoices following completion of an applicable phase or
milestone unless the City otherwise approves in writing. In no event shall total invoicing for a
Project phase exceed the amount allocated to that phase without an authorized Change Order.
Each invoice shall, at a minimum:
• identify the applicable Project phase or milestone;
• summarize the Services performed during the billing period;
• identify the Deliverables submitted to the City;
• itemize any approved reimbursable expenses; and
• include such supporting documentation as the City may reasonably require to verify the
invoice.
Invoices shall be submitted to the City's Project Representative unless the City designates
another recipient in writing.
4.03 Review and Payment. The City will review each invoice and the associated Deliverables
promptly after receipt. If the City determines that an invoice or Deliverable requires clarification
or correction, the City will promptly notify Consultant, and the Parties will work together in good
faith to resolve the matter.
Upon determining that the invoice is consistent with this Agreement and that the applicable
Services have been substantially performed in accordance with this agreement, the City will
process payment in accordance with the Florida Prompt Payment Act and the City's standard
payment procedures.
The City shall timely pay all undisputed portions of an invoice notwithstanding a dispute
concerning any other portion of the invoice.
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Nothing contained in this Section shall be construed as limiting the City's right to question an
invoice in good faith or to withhold payment for Services that have not been performed in
accordance with this Agreement.
4.04 Acceptance of Deliverables. Consultant acknowledges that many of the Services to be
performed under this Agreement require the preparation of reports, recommendations, analyses,
implementation plans, training materials, and other Deliverables upon which the City will rely in
making significant operational and procurement decisions.
Accordingly, Consultant will submit Deliverables to the City for review upon completion of the
applicable phase or milestone. The City's review is intended to confirm that the Deliverables are
substantially consistent with the requirements of this Agreement, the RFP, and Consultant's
Proposal.
If the City reasonably determines that a Deliverable requires clarification, correction, or
completion before it can be accepted, the City will notify Consultant, identifying the requested
revisions with reasonable specificity. Consultant will promptly revise and resubmit the Deliverable
at no additional cost to the City.
Revisions resulting f solely from materially new or changed City requirements or requests for
services materially outside the agreed Scope of Services may constitute Additional Services only
if authorized in advance through a written Change Order under Section 4.06. Clarifications,
corrections, completion of required work, and revisions necessary to conform the Services or
Deliverables to the Contract Documents shall be provided at no additional cost.
Acceptance of a Deliverable shall not constitute a waiver of any rights or remedies available to the
City with respect to latent errors, omissions, or deficiencies that could not reasonably have been
discovered during the City's review.
4.05 Reimbursable Expenses. The Parties acknowledge that Consultant's Cost Proposal, dated
November 21, 2025 (the "Cost Proposal"), is attached hereto as Exhibit "C" and is incorporated
into this Agreement by this reference. The Cost Proposal establishes the fixed fee, phase
allocations, hourly rates for any authorized additional services, and identifies the reimbursable
expenses applicable to the Project.
The City shall reimburse Consultant only for those expenses expressly identified in the Cost
Proposal and approved in advance by the City in writing.
Reimbursable expenses are limited to:
(a) reasonable travel expenses incurred for City-requested on-site meetings or services,
reimbursed at actual cost without markup; and
(b) third-party software, applications, or services specifically requested or approved by the
City for use in connection with the Project.
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All requests for reimbursement shall be supported by appropriate documentation reasonably
acceptable to the City. A written request by the City for Consultant to provide on-site Services
shall constitute advance approval of the reasonable travel expenses associated with such Services.
Except as expressly provided in this Section or otherwise approved in writing by the City,
Consultant shall be responsible for all expenses incurred in performing the Services.
4.06 Additional Services and Changes in the Services. The Parties recognize that, during the
course of the Project, circumstances may arise that warrant modifications to the Scope of Services,
Deliverables, Project Schedule, or other aspects of the Services. If either Party believes such
modifications are appropriate, the Parties will discuss the proposed changes in good faith. The City
may establish or revise Project priorities, implementation sequencing, and technical or functional
decisions within the agreed Scope of Services without Consultant’s concurrence or additional
compensation.
Additional Services may include, material services outside the agreed Scope of Services
resulting from materially new City requirements, additional Deliverables not required by the
Contract Documents, or extraordinary additional effort caused solely by the City, the selected
HRIS vendor, or another third party, provided Consultant did not cause or contribute to the
matter and promptly notified the City of the anticipated impact. Routine coordination, reasonably
foreseeable Project developments, incidental activities necessary to complete the Project, and
correction of Consultant’s errors, omissions, incomplete work, or nonconforming Services shall
not constitute Additional Services.
No additional or modified Services that materially affect the Scope of Services, Consultant's
compensation, or the Project Schedule shall be effective unless authorized in advance by a written
amendment or Change Order executed by the Parties in accordance with this Agreement and
applicable law. Unless otherwise agreed in writing, compensation for authorized additional
Services shall be determined in accordance with the hourly rates set forth in Exhibit "C" or such
other compensation as the Parties may mutually agree upon in writing.
Consultant shall have no obligation to commence or continue Additional Services until the
applicable Change Order or amendment has been authorized in writing, and Consultant's decision
not to perform unapproved Additional Services shall not constitute a breach of this Agreement.
Any approved Change Order shall address, as applicable, the resulting adjustment to
compensation, Deliverables, staffing, and Project Schedule.
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ARTICLE 5 - TERM AND PERFORMANCE
5.01 Term. This Agreement shall become effective upon execution by both Parties and shall
remain in effect until the Services and Deliverables required under this Agreement, including
required post-implementation Services, have been completed to the City’s reasonable satisfaction
and the obligations of the Parties have been fulfilled, unless earlier terminated in accordance with
this Agreement.
The Parties acknowledge that the Services will be performed in multiple phases and that the
timing of each phase may be influenced by the City’s operational requirements, procurement
activities, implementation activities, decisions of the selected HRIS vendor, and other third-party
dependencies. Consultant shall not be responsible for delays caused by circumstances outside
Consultant’s reasonable control, provided Consultant did not cause or contribute to the delay,
promptly notified the City, and used reasonable efforts to avoid or mitigate its effects, and the
Project Schedule shall be reasonably adjusted to the extent of the documented delay. No
schedule adjustment shall increase Consultant’s compensation without an advance written
Change Order. The Parties anticipate completion of the Services within twelve (12) months
following the Notice to Proceed. The twelve-month period is a Project planning target and shall
not automatically terminate this Agreement or relieve Consultant of its obligation to complete the
required Services and Deliverables.
5.02 Commencement of Services. Consultant will commence the Services upon receipt of a
written Notice to Proceed issued by the City or on such other date as the Parties may mutually
agree in writing.
Execution of this Agreement, standing alone, shall not authorize Consultant to begin performing
Services or incur reimbursable expenses on behalf of the City.
5.03 Project Schedule. Within thirty (30) days after issuance of the Notice to Proceed, the Parties
will work collaboratively to develop a written Project Schedule that establishes the anticipated
sequence of the Project phases, major milestones, target completion dates, key City decision
points, and other activities reasonably necessary to facilitate the successful completion of the
Project.
The Project Schedule is intended to serve as a project management tool and may be refined from
time to time by mutual written agreement as the Project progresses. In developing and updating
the Project Schedule, the Parties recognize that the timing of certain activities may depend upon
the City's operational needs, procurement activities, decisions of the City, the selected HRIS
vendor, and other circumstances affecting implementation.
Dates and milestones in the Project Schedule are based upon the timely performance of
responsibilities, decisions, approvals, information access, and deliverables by the City, the selected
HRIS vendor, and other applicable third parties. If any such dependency outside Consultant’s
reasonable control materially delays or affects Consultant’s performance, and Consultant did not
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cause or contribute to the delay, promptly notified the City, and used reasonable efforts to avoid or
mitigate its effects, the affected Project dates shall be reasonably extended to the extent of the
documented impact If the delay materially expands the Scope of Services, the resulting additional
Services shall be addressed pursuant to Section 4.06 and must be authorized in advance through a
written Change Order. An increase in Consultant’s effort, staffing, duration, or cost, standing alone,
shall not establish an entitlement to additional compensation.
5.04 Revisions to the Project Schedule. The Parties recognize that successful implementation of
a Human Resources Information System requires flexibility and coordination throughout the
Project. Accordingly, the Project Schedule may be revised by mutual written agreement of the
City's Project Representative and Consultant's Project Manager to reflect changes in Project
priorities, implementation sequencing, procurement activities, or other circumstances affecting the
orderly progression of the Services.
Unless expressly authorized in writing, revisions to the Project Schedule shall not modify the
Scope of Services, increase the Consultant's compensation, or alter any other term of this
Agreement.
If a City requested revision to the Project Schedule materially accelerates, delays, resequences, or
extends Consultant’s Services in a manner that demonstrably requires extraordinary effort or cost
beyond what could reasonably have been anticipated in performing the agreed Scope of Services,
the Parties shall address the resulting impact through Section 4.06 before Consultant is required to
implement the revision. Any adjustment to compensation or the Project Schedule must be
authorized in advance through a written Change Order. Routine scheduling revisions, coordination,
and changes within the agreed Scope of Services shall not entitle Consultant to additional
compensation.
ARTICLE 6 - OWNERSHIP OF WORK PRODUCT
6.01 Ownership.
Subject to Section 6.02, Work Product specifically prepared by Consultant for the City pursuant
to this Agreement shall become the property of the City upon creation, subject to the City’s
payment of undisputed amounts properly due for the applicable Work Product , Consultant assigns
to the City all right, title, and interest in the Work Product, including copyrights and other
intellectual property rights owned by Consultant in such Work Product, to the extent permitted by
law.
For clarity, ownership of Work Product does not include ownership of Consultant’s Pre-Existing
Materials.
6.02 Consultant's Pre-Existing Materials. Nothing in this Agreement shall be construed to 2
transfer ownership of Consultant's pre-existing methodologies, templates, processes, know-how,
software, proprietary tools, or other intellectual property developed independently of this
Agreement ("Pre-Existing Materials").
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To the extent any Pre-Existing Materials are incorporated into or reasonably necessary to use,
modify, maintain, or continue the Work Product, Consultant grants to the City a perpetual,
irrevocable, non-exclusive, royalty-free license to use, reproduce, modify, and distribute such Pre-
Existing Materials , for the City’s governmental purposes relating to the Work Product, including
use by the City’s employees, consultants, contractors, and successor service providers. The City
shall not separately commercialize, license, sell, or distribute Consultant’s Materials apart from
the Work Product except as required by applicable law.
In the event of any inconsistency between this Article and any ownership provision contained in
the RFP or other incorporated document, this Article shall control.
6.03 Delivery of Work Product. Upon completion or earlier termination of this Agreement,
Consultant will promptly deliver to the City all Work Product, whether complete or in progress,
for which the City has paid or is obligated to pay, in commonly used electronic formats
reasonably requested by the City.
Consultant may retain one archival copy of the Work Product solely for its internal business
records and legal compliance, subject to the confidentiality provisions of this Agreement.
ARTICLE 7 - CONFIDENTIALITY, PUBLIC RECORDS, AND DATA SECURITY
7.01 Confidential Information. In performing the Services, Consultant may receive or have
access to information relating to the City's employees, operations, technology, financial affairs, or
other information that is confidential or exempt from public disclosure under applicable law
("Confidential Information"). Consultant will use such information solely for purposes of
performing the Services under this Agreement and will take reasonable measures to protect it from
unauthorized access, use, or disclosure.
Consultant shall not disclose Confidential Information to any third party except as authorized by
the City, required by law, or as reasonably necessary to perform the Services. These obligations
shall survive the expiration or termination of this Agreement.
7.02 Florida Public Records Act. Consultant acknowledges that the City is subject to Chapter
119, Florida Statutes, and Consultant agrees to comply with the public records requirements
applicable to contractors performing services on behalf of a public agency, including Section
119.0701, Florida Statutes.
If Consultant receives a request to inspect or copy public records relating to this Agreement,
Consultant shall promptly notify the City and shall comply with all applicable requirements of
Florida law. Consultant shall maintain public records required to perform the Services and shall
transfer such records to the City upon completion or termination of this Agreement in accordance
with applicable law.
The statutory notice required by Section 119.0701, Florida Statutes, shall be included in this
Agreement.
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7.03 Data Security. Consultant recognizes that the Services may involve access to information
concerning the City's employees, payroll, benefits administration, and related systems. Consultant
will maintain administrative, technical, and physical safeguards reasonably designed to protect
such information against unauthorized access, use, disclosure, alteration, or destruction and will
comply with the City's reasonable information security requirements while performing the
Services.
If Consultant becomes aware of any actual or reasonably suspected unauthorized access to or
disclosure of City information in Consultant's possession or control, Consultant will promptly
notify the City and cooperate in investigating the matter and taking reasonable steps to mitigate its
effects.
7.04 Return of Information. Upon completion or termination of this Agreement, Consultant will
promptly return or, at the City's direction, securely destroy Confidential Information in
Consultant's possession, except to the extent Consultant is required by law to retain such
information or retains an archival copy in the ordinary course of business. Any retained
information shall remain subject to the confidentiality obligations of this Agreement.
ARTICLE 8 - INSURANCE
8.01 Required Insurance. Consultant shall procure and maintain throughout the term of this
Agreement the insurance coverages required by Request for Proposals No. 25-030, including all
addenda, which requirements are incorporated into this Agreement by reference.
Consultant shall maintain such insurance with insurers authorized to do business in the State of
Florida and having an A.M. Best rating acceptable to the City, unless otherwise approved by the
City.
8.02 Certificates of Insurance. Before commencing the Services, Consultant shall furnish the
City with certificates of insurance and any endorsements reasonably required by the RFP or
requested by the City demonstrating compliance with the insurance requirements.
Consultant will provide updated certificates upon renewal of the required policies and upon the
City's reasonable request during the term of this Agreement.
8.03 Maintenance of Coverage. Consultant shall maintain the required insurance throughout the
performance of the Services. If any required coverage is cancelled, materially modified, or allowed
to lapse, Consultant will promptly notify the City and take all reasonable steps to restore the
required coverage.
Failure to maintain the required insurance may constitute a material breach of this Agreement.
ARTICLE 9 - INDEMNIFICATION AND LIABILITY
9.01 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify and hold
harmless the City, its elected officials, officers, employees, agents, and representatives from and
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against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, costs,
and expenses, including reasonable attorneys' fees and costs, to the extent arising out of or resulting
from the negligent acts, errors, or omissions, recklessness, or intentionally wrongful conduct of
Consultant or anyone for whom Consultant is legally responsible in the performance of the
Services under this Agreement.
Nothing contained herein shall require Consultant to indemnify the City for the City's own
negligence or wrongful conduct.
9.02 Limitation. The obligations set forth in this Article shall not be construed to expand
Consultant's liability beyond that otherwise provided by applicable law, nor shall they be construed
as a waiver of any rights or defenses available to either Party under applicable law.
Nothing contained in this Agreement shall be construed as a waiver of the City's sovereign
immunity or the limitations of liability set forth in Section 768.28, Florida Statutes.
9.03 Survival. The provisions of this Article shall survive the expiration or earlier termination of
this Agreement with respect to any claim arising from the performance of the Services.
ARTICLE 10 - TERMINATION
10.01 Termination for Convenience. The City may terminate this Agreement, in whole or in part,
at any time and without cause upon ten (10) days' written notice to Consultant.
In the event of such termination, Consultant shall discontinue the affected Services in an orderly
manner and take reasonable steps to minimize additional costs. Consultant shall deliver to the City
all completed and in-progress Work Product through the effective date of termination. The City
shall compensate Consultant for all Services satisfactorily performed through the effective date of
termination, including useable work in progress on a documented and reasonable percentage-of-
completion basis, together with authorized reimbursable expenses and any noncancelable
commitments specifically approved in advance writing by the City and incurred before receipt of
the termination notice.
10.02 Termination for Cause. If Consultant materially fails to perform its obligations under this
Agreement, the City may provide written notice describing the nature of the default. Consultant
shall have ten (10) days after receipt of such notice to cure the default. If the default cannot
reasonably be fully cured within ten (10) days, Consultant shall not be in default if Consultant
commences corrective action within the ten-day period, diligently pursues the cure, and completes
the cure within an additional period approved in writing by the City, not to exceed thirty (30) days
absent extraordinary circumstances.
The City may terminate immediately if the default is incapable of cure, materially impairs the
City’s interests, or immediate termination is reasonably necessary to protect the City, its data,
operations, procurement process, or the integrity of the Project, including in the event of fraud,
intentional misconduct, abandonment of the Services, unlawful conduct, or a material data-security
breach involving Consultant’s performance or systems..
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10.03 Effect of Termination. Termination of this Agreement shall not affect any right or
obligation that accrued before the effective date of termination, including the City's obligation to
compensate Consultant for Services satisfactorily performed through the effective date of
termination and for documented, usable work in progress delivered to the City in accordance with
Section 10.01.. Termination shall not relieve the City of its obligation to pay undisputed amounts
properly due or incurred before the effective date of termination. noncancelable commitments
specifically approved in advance in writing by the City and properly incurred before termination,
to the extent such costs could not reasonably be avoided or mitigated. Nothing in this Section limits
the City’s right to dispute an amount in good faith, exercise any right of offset, or pursue any
remedy available under this Agreement or applicable law. The provisions of this Agreement that
by their nature are intended to survive termination, including those relating to ownership of Work
Product, confidentiality, public records, records retention, audit rights, and indemnification, shall
survive the expiration or termination of this Agreement.
10.04 Termination by Consultant for Cause. Consultant may terminate this Agreement upon
written notice if the City materially breaches its obligations under this Agreement and fails to
cure such breach within fifteen (15) days after written notice from Consultant. If the breach
cannot reasonably be cured within fifteen (15) days, the City shall not be in default if it promptly
begins and diligently pursues corrective action and completes the cure within an additional thirty
(30) days, unless the Parties agree in writing to a different period.
Failure to pay an undisputed amount when due and continuing for fifteen (15) days after written
notice shall constitute a material breach. Consultant may not terminate this Agreement based on
an amount disputed by the City in good faith. Upon termination, Consultant shall comply with all
Work Product delivery, data-return, public-records, and reasonable transition obligations required
by this Agreement.
ARTICLE 11 - DEFAULT AND REMEDIES
11.01 Continued Performance During Disputes.
Unless this Agreement has been terminated in accordance with Article 10, Consultant shall
continue to perform the undisputed Services required under the Contract Documents during the
pendency of any dispute, provided the City continues to timely pay all undisputed amounts
properly due to Consultant. Consultant shall not be required to perform Additional Services that
have not been authorized in accordance with Section 4.06. Consultant may not discontinue a
required Service merely by asserting that it is outside the agreed Scope of Services .
Nothing in this Section shall require the City to pay a disputed amount before resolution of the
dispute. If the City fails to pay an undisputed amount legally due and such failure continues for
fifteen (15) days after written notice from Consultant, Consultant may suspend only the affected
Services after providing the City with at least five (5) additional business days’ written notice.
Consultant shall not suspend any Service where suspension would create a material risk to City
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data, operations, procurement integrity, or an active implementation or transition. Any resulting
delay shall result in a reasonable adjustment to the Project Schedule limited to the documented
effect of the permitted suspension and shall not increase Consultant’s compensation without an
advance written Change Order.
ARTICLE 12 - GENERAL PROVISIONS
12.01 Independent Contractor. Consultant is engaged as an independent contractor and not as
an employee, agent, joint venturer, or partner of the City. Nothing contained in this Agreement
shall be construed to create any employment, agency, fiduciary, or other relationship between the
Parties except that of independent contracting parties.
12.02 Assignment. Neither Party may assign or transfer its rights or obligations under this
Agreement without the prior written consent of the other Party; provided, however, that the City
may assign this Agreement to any successor governmental entity or as otherwise authorized by
law.
12.03 Audit and Records. Consultant will maintain books, records, documents, and other
materials relating to the Services in accordance with applicable law and will make such records
available for inspection and audit by the City or other governmental authorities authorized by law
for the period required by Florida law.
12.04 Compliance with Laws. Consultant will perform the Services in accordance with all
applicable federal, state, and local laws, ordinances, rules, and regulations applicable to the
Services, including those specifically referenced in this Agreement and the RFP.
12.05 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver
of the City's sovereign immunity or the limitations of liability set forth in Section 768.28, Florida
Statutes. This Agreement shall not be interpreted as increasing the liability of the City beyond the
limits established by Florida law.
12.06 Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Venue for any action arising out of or relating to
this Agreement shall lie exclusively in the Seventeenth Judicial Circuit in and for Broward County,
Florida.
12.07 Notices. Any notice required or permitted under this Agreement shall be in writing and
shall be deemed given upon personal delivery, delivery by nationally recognized overnight
courier, or three (3) business days after being deposited in the United States Mail, certified mail,
return receipt requested, postage prepaid, addressed to the representatives identified below or to
such other address as either Party may designate by written notice.
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CITY:
City of Dania Beach
Attention: City Manager
100 W. Dania Beach Boulevard
Dania Beach, Florida 33004
with a copy to:
City Attorney
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
CONSULTANT:
Peoplyst, LLC
8363 Highgate Drive
Jacksonville, Florida 32216
Attention: Bryan Howard, Chief Executive Officer
Either Party may change its notice address by providing written notice to the other Party in
accordance with this Section.
12.08 No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the
Parties. Nothing contained herein shall be construed to create any right or cause of action in favor
of any person or entity not a Party to this Agreement.
12.09 Entire Agreement. This Agreement, together with the documents incorporated herein by
reference, constitutes the entire agreement between the Parties concerning the subject matter
hereof and supersedes all prior negotiations, discussions, representations, and understandings
relating thereto.
12.10 Amendments and Change Orders. This Agreement may be amended only by a written
instrument executed by both Parties and approved in accordance with applicable law. Changes to
the Services, compensation, Deliverables, or Project Schedule may also be authorized through a
written Change Order executed in accordance with Section 4.06.
12.11 Waiver. A waiver of any provision of this Agreement shall be effective only if made in
writing. A waiver of any breach shall not constitute a waiver of any subsequent breach or of any
other provision of this Agreement.
12.12 Severability. If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and
effect.
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12.13 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and
all counterparts together shall constitute one instrument. Signatures transmitted electronically or
by electronic signature technology shall be deemed original signatures for all purposes.
12.14 Order of Precedence. In the event of any conflict or inconsistency among the documents
comprising this Agreement, the following order of precedence shall govern:
(a) this Agreement and any amendments;
(b) written Change Orders;
(c) Request for Proposals No. 25-030, including all addenda;
(d) Consultant's Technical Proposal; and
(e) Consultant's Cost Proposal. In the event of a conflict, the document with the higher
order of precedence shall control.
The Contract Documents shall be construed together and as complementary. A requirement
contained in a lower-precedence document shall not be considered inconsistent merely because it
is more detailed than, or is not repeated in, a higher-precedence document. The order of
precedence applies only when provisions are directly and irreconcilably inconsistent.
Notwithstanding the foregoing, Article 4 shall control with respect to payment conditions,
compensation, reimbursable expenses, and authorized Additional Services. Consultant’s Cost
Proposal shall control only the fixed-fee phase allocations and hourly rates applicable to
Additional Services authorized in advance under Section 4.06.
Article 6 shall control with respect to ownership, licensing, and use of Work Product, Pre-
Existing Materials, and Consultant’s Pre-Existing Materials.
12.15 E-Verify. Consultant represents and warrants that it is, and shall remain throughout the term
of this Agreement, in compliance with Section 448.095, Florida Statutes. Consultant shall register
with and use the United States Department of Homeland Security's E-Verify System, as required
by law, and shall require each of its subcontractors, if any, to comply with the requirements of
Section 448.095, Florida Statutes. Upon the City's reasonable request, Consultant shall provide
documentation demonstrating its compliance with this Section.
12.16 Scrutinized Companies. By executing this Agreement, Consultant certifies that it is not
participating in a boycott of Israel as defined in Section 287.135, Florida Statutes, is not engaged
in business with Cuba, Syria, or any other country or person prohibited by Section 287.135,
Florida Statutes, and is not on any Scrutinized Companies List maintained pursuant to Section
287.135, Florida Statutes. Consultant shall promptly notify the City if any certification made
under this Section becomes inaccurate during the term of this Agreement.
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12.17 Authority. Each individual executing this Agreement on behalf of a Party represents and
warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of that
Party and that this Agreement constitutes the valid and binding obligation of such Party in
accordance with its terms.
12.18 Force Majeure and Excusable Delay. Neither Party shall be liable for delay or failure in
performance caused by events beyond its reasonable control, including acts of God, natural
disasters, severe weather, epidemic or pandemic conditions, governmental actions, labor
disruptions, utility or telecommunications failures, cyber incidents not caused by the affected
Party's failure to exercise reasonable care, or other comparable circumstances beyond the affected
Party's reasonable control. The affected Party shall promptly notify the other Party and use
commercially reasonable efforts to mitigate the effects of the event. Affected performance dates
shall be reasonably extended for the duration and impact of the delay. This Section shall not excuse
the City's obligation to pay amounts properly due for Services previously performed.
SIGNATURES ON THE FOLLOWING PAGES
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IN WITNESS OF THE FOREGOING, the parties have set their hand and seal the day
and year first written above.
CITY OF DANIA BEACH, FLORIDA,
a Florida municipal corporation
ELORA RIERA, MMC JOYCE L. DAVIS
CITY CLERK MAYOR
APPROVED AS TO LEGAL FORM
AND CORRECTNESS
EVE A. BOUTSIS, CITY ATTORNEY CANDIDO SOSA-CRUZ, ICMA-CM
CITY MANAGER
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CONSULTANT:
WITNESSES:
PEOPLYST, LLC, A FLORIDA LIMITED
LIABILITY COMPANY
SIGNATURE SIGNATURE
PRINT Name PRINT Name
SIGNATURE Title
PRINT Name
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me by means of ☐ physical presence
or ☐ online notarization, on ________, 2026, by _________________________ (name),
_______________________ (title), of PEOPLYST, LLC, a Florida limited liability company,
who is personally known to me or has produced as
identification.
NOTARY PUBLIC
My Commission Expires: State of Florida
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EXHIBIT “A”
REQUEST FOR PROPOSALS NO, 25-030
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EXHIBIT “B’
CONSULTANT’S PROPOSAL DATED NOVEMBER 21, 2025
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EXHIBIT “C”
CONSULTANT’S COST PROPOSAL