HomeMy WebLinkAboutR-2015-124 Authorizing execution of a Memorandum of Understanding (Agreement) with South Florida Digital Alliance, Inc. to provide 33 computers, hardware and software at no cost to the City RESOLUTION NO. 2015-124
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO
EXECUTE A "MEMORANDUM OF UNDERSTANDING" (AGREEMENT)
WITH SOUTH FLORIDA DIGITAL ALLIANCE, INC. TO PROVIDE THIRTY-
THREE (33) COMPUTERS, HARDWARE AND SOFTWARE, AT NO COST
TO THE TO THE CITY OF DANIA BEACH; PROVIDING FOR CONFLICTS;
FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA
BEACH,FLORIDA:
Section 1. That the City Commission authorizes the proper City officials to execute a
"Memorandum of Understanding" (an Agreement) with South Florida Digital Alliance, Inc.
(SFDA) which will provide the City with a minimum of thirty-three (33) computer workstations
in a classroom environment (Frost Park - ten (10), C.W. Thomas Park - ten (10), S.W.
Community Center - ten (10) and P.J. Meli Park - three (3)). A copy of the "Memorandum of
Understanding" is attached as Exhibit "A", and it is made a part of and is incorporated into this
Resolution by this reference.
Section 2. The City Manager and City Attorney are authorized to make minor
revisions to such Agreement as are deemed necessary and proper in the best interests of the City.
Section 3. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 4. That this Resolution shall be in full force and take effect immediately upon
its passage and adoption.
PASSED and ADOPTED on October 27, 2015.
ATTEST: �p�w's Fier
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LOUISE STILSON, CMC SALVINO, SR.
CITY CLERK M OR
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APPROVED AS TO FO AND CO
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CITY ATTORNEY
MEMORANDUM OF UNDERSTANDING BETWEEN
City of Dania Beach
AND
South Florida Digital Alliance, Inc.
This Memorandum of Understanding ("MOU") is made and entered into this day of
, 2015 by and between the City of Dania Beach (hereinafter referred to as
"CODB") and the Miami-Dade Broadband Coalition, Inc. d/b/a South Florida Digital Alliance,
Inc. (hereinafter referred to as "SFDA").
Recitals
Background:
The South Florida Digital Alliance (SFDA) is a Not for-Profit 501(c)(3) charitable foundation
whose mission is to expand digital literacy and provide connectivity to all citizens regardless of
income level, throughout South Florida. The SFDA was recognized as the Organization of the
Year by the Greater Miami Chamber of commerce Technology committee in 2012 for our
philanthropic efforts and ongoing commitment to our community. We believe that digital literacy
is the single most critical educational tool for future generations. In South Florida, we have a
substantially underserved population, and the opportunity for "free" educational technology
access is currently in the hands of Not-for-Profit institutions that are often heavily reliant on
donations and refurbished hardware. Their computer labs are typically not maintained due to a
lack of expertise and / or a lack of funding. The SFDA has constructed the "TLC" initiative
(Technology Learning Centers) with a delivery model that leverages the expertise of its
membership as well as the philanthropic drive of our community and partners. In our TLC
model, the SFDA will provide hardware, Microsoft Operating System and Microsoft Office
licensing, and assistance in outreach to develop curriculum workshops for educational purposes.
The Challenge
In our global society the development of technology skills has become a necessity for individuals
seeking to excel in education, communications and economic activities. People who lack
computer skills and have limited educational opportunities will only have marginal employment
prospects. This fundamental economic problem has challenged SFDA to use technology to
disrupt the dynamics of poverty and enhance the quality of life for residents of our region. The
opportunity to successfully tackle the root causes of poverty such as limited education, lack of
employable skills, and limited access to relevant training, are perhaps greater now because of
technology than ever before.
Local Market
In South Florida, we are seeing a tremendous surge in technology investment, with numerous
organizations investing in their own visions of how to make South Florida the next great
technology hub. Whether it is universities investing in our community (Launchpad), private
entrepreneurs such as Manny Medina seeking Latin American investors and talent through his
TechAmericas.org initiative,Not for-Profits like Knight Foundation investing in LAB Miami and
Endeavour, South Florida Workforce looking to invest in continuing education, Incubate Miami,
and others --technology in South Florida is booming. Also on the horizon is the expansion of the
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Panama Canal, which will dramatically impact the ports, the local logistics and freight industry,
substantially increasing the opportunity for more jobs and economic opportunity for non-degree
based workers. Building the technology skills of this underserved segment of our population
allows SFDA to have a direct impact on opportunity in South Florida, and in turn our community
will be able to have a more diversified economy. As a community, we have already begun
focusing on the basic skill sets required for these types of jobs to ensure that we will develop a
viable local workforce in the next decade. We sent a technology Survey to over 200 Not for-
Profits in Dade and Broward Counties. This local market analysis showed a high demand for
services, as well as a lack of budget and technical complexity required to achieve our collective
goals. Seventy percent of respondents indicated a desire to learn more about our initiative. The
existing paradigm must shift. Refurbished hardware distributed to community activists amounts
to an unmanageable and financially unpredictable environment. Our strategy and systems will
radically change the efficiency and focus of these community centers and make them true centers
of learning.
The Solution: TLCs
In response to these issues, the South Florida Digital Alliance (SFDA) has launched a
comprehensive "digital empowerment" initiative called the South Florida Technology Learning
Center project (TLC). The goal of TLC is to better prepare our community to participate and
compete in the new digital society and digital economy by helping our residents become more
adept at using new technologies. The TLC program provides access to technology, training,
affordable technology packages and sustainable community outreach programs in order to
address the education, social and economic realities of our community. The SFDA has
developed a strategy to partner with the anchor institutions, such as the City of Dania
Beach, throughout the South Florida community to create a publicly-available digital
infrastructure accessible to participants of all ages and to the small businesses of our community
through the establishment of local community learning centers; primarily located in
neighborhood parks and elder centers.
By partnering with our members, the SFDA has an efficient and effective delivery model to
establish and sustain these centers (TLCs). We will provide the hardware and software licensing
to establish the TLC locations. The SFDA was awarded a 1.1 Million dollar software grant
from Microsoft for this initiative, as well as a commitment of over 200 PCs per year from
members of our organization.
Beyond the infrastructure, the SFDA will encourage other community groups to participate in
and leverage this program by offering sustainable community outreach programs/workshops to
enhance the quality of the lives of our residents.
The SFDA though this Memorandum of Understanding, in the spirit of a public/private
Collaboration, seeks to partner with the CODB to establish a pilot project of two (2) TLC sites at
Parks locations designated by the City of Dania Beach with the ability to extend in the future the
TLC program to other City of Dania Beach Parks locations in a mutually agreed upon manner
and time frame.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the receipt and sufficiency of which is acknowledged by CODB and SFDA, it is
hereby agreed as follows:
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1. Recitals. The recitals above are true and correct and are incorporated herein as if
set forth in full. SFDA is donating use of the hardware identified below(and related equipment)
as well as permission to use the Microsoft software which is included for use with the hardware,
with no cost to the CODB.
2. Term. CODB and SFDA agree to enter into this MOU for a term of two (2)years.
The MOU may be renewed for three (3) additional one (1) year terms, by written agreement of
the terms and conditions on which both parties agree. This agreement may be terminated by
either party without cause upon thirty (30) days written notice to the other. Service of written
notice shall be made by certified first class US Mail return receipt requested. Service shall be
effective upon mailing.
3. Facilities Provided by CODB and Obligations Associated therewith: CODB
shall provide suitable Park venues with the ability to support a minimum of thirty-three (33)
(Frost Park ten(10), C.W. Thomas Park ten (10), S.W. Community Center ten(10) and P.J. Meli
Park three (3)) computer workstations in a classroom environment. The expenses of the
following utilities and maintenance items are the responsibility of CODB:
a. Electric Utilities (including providing electricity service and the maintenance of
electricity delivery components)
b. Phone &Internet service.
c. Security& Fire alarms
d. Pest control
e. Janitorial services
f. Emptying trash bins into dumpster
g. Opening and closing the Parks facility
h. Furniture to support typical desktop/monitor computer workstation environments.
i. Internet connectivity to support a minimum of 10 concurrent computer sessions on
systems provided by SFDA. CODB shall provide a minimum bandwidth of 6 MB
for download and 512kb for upload.
j. Securing and maintaining the premises against any known and unknown
hazardous conditions.
SFDA agrees with CODB that the CODB is not responsible for any loss or damage, for
whatever reason and from any cause whatsoever, for the equipment and software and the CODB
is not required to provide any insurance related to both the hardware and software.
4. TLC Support Provided by the SFDA:
a. Provide a minimum of 10 desktop computer workstations for each location, with
the exception of P.J. Meli, which only has space for three computers. (Larger
configurations may be mutually agreed upon in writing at some number of
locations in the future.) Each workstation will be configured with a desktop
operating system and full office productivity environment (currently based on
Windows 8.1 Pro and Office Professional 2013).
b. Provide a sustainable and reproducible model for technology education and
community development centered around South Florida community learning
centers.
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c. Facilitate access to local community partners to locations for sustainable
community outreach programs.
d. Engage various community partners throughout all centers to conduct continuous
educational seminars - added benefit of increasing the effectiveness of
program/service delivery and exposure of their missions and programs. SFDA
personnel will work with CODB personnel to develop appropriate community
training sessions and workshops with final approval/authorization for program
content residing with the CODB administrative staff.
g. Use best efforts to provide replacement equipment for all failed hardware. The
SFDA may request assistance in replacing failed hardware by requesting that the
CODB pick up equipment from our home location: 100 S Biscayne Blve, Suite
915, Miami, FL 33173 or from our community partner, ARC Broward, located at
3300 SW 13th Ave, Ft Lauderdale, FL 33315.
j. The SFDA will provide a fully functional website and marketing campaign that
drives attendance and attention to this project.
The SFDA's performance of the above stated obligations are subject to the continued
funding of the SFDA through charitable donations. In the event that the SFDA becomes
insolvent or the SFDA is otherwise unable to sustain the operation of any TLC,the SFDA will be
excused from performing any of the covenants and obligations of this agreement. The SFDA
shall use its best efforts to sustain charitable funding through the course of performing this
agreement.
5. Background Checks: The City of Dania Beach conducts its backgrounds checks
in accordance with Broward County Ordinance No. 08-07 titled Chapter 26, Parks, Recreation
and Open Spaces Department Rules and Regulations, Article III, The Shannon Melendi Act, in
which all personnel, volunteers and sponsored community organizations that will provide any
service at the Park must be in compliance with the requirements set forth under the Act prior to
the scheduled start of employment or volunteerism. The potential employee or volunteer may be
responsible for financial costs associated with obtaining and adhering to the FDLE Level 2
background check. Background checks will be provided directly to the appropriate
governmental entity for approval. Final approval of employment shall be at the exclusive
discretion of the responsible governmental entity. All documents submitted for review shall
stored by said governmental entity.
6. Disposition of Personal Property at TLC upon Termination of Agreement or
Closure of TLC. All hardware provided by SFDA, including, but not limited to, computers,
routers, monitors, keyboards, mice, and all hardware belonging to the SFDA shall remain the
property of the SFDA and to the SFDA shall retrieve it from the CODB within thirty (30) days
from the closure of a TLC or the termination of this Agreement whether with cause or without
cause.
7. Inventory of Hardware. SFDA shall maintain an inventory (by serial number
when and where possible) of all hardware provided by SFDA, including, but not limited to,
computers, routers, monitors, keyboards, mice, and all hardware belonging to the SFDA
delivered and installed to each TLC.
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8. Marketing of TLCs. CODB shall establish and execute a marketing campaign
within two (2) months from the establishment of a TLC publishing to the local community in
which a TLC is established the services and programing provided at each TLC.
9. Limited Software Licensing and Restrictions to Use. CODB acknowledges
that pursuant to a third parry agreement between Microsoft and SFDA, certain Microsoft
materials, including, but not limited to, Microsoft Office Suite and other Microsoft owned
software, are being used by SFDA under limited licensing rights. All rights, title, and interest in
the materials are and will continue to be the exclusive property of Microsoft. Nothing in the
Terms of this MOU shall be construed to confer any license or right, by implication, estoppel or
otherwise, which is contrary to or exceeds the rights conferred to SFDA by Microsoft. CODB
shall be prohibited from assigning any license for use thereof or manipulating the software.
10. Donor Recognition Signage, The SFDA will provide the CODB with all
hardware and services at no cost to the CODB. However, for the TLC program to be successful
the SFDA will seek outside donors and sponsors to assist in defraying the costs of developing,
maintaining and servicing the TLC locations. The SFDA will recognize the support/contribution
of the TLC donors/sponsors with the establishment of donor recognition signage inside each of
the TLC labs provided that all signage meets regulatory, statutory, or other lawful requirements
for display. Donors and sponsors will have the opportunity for name recognition in the form of
signage within the TLC learning centers located at the parks, as well as on the web and in
ongoing marketing collateral generated as the TLC's gain momentum. Additionally, the SFDA
intends to look for grants and subsidies through the philanthropic interests of local entities that
want to invest in South Florida, such that the monies are donated to the SFDA to be used
exclusively for TLC's. Many of these entities already have some type of budget allocated for
CRA requirements. And uniquely, by having a meaningful way to quantify the utilization and
metrics of usage within the TLC's, fenders will be able to have direct insight into how their
community investments are having an impact.
11. Authority to Contract. The undersigned agent claiming authority for the CODB
below hereby represents and warrants to the SFDA, and the SFDA agent signing below hereby
represent and warrant to the CODB, that each of them and the persons executing this Agreement
on their behalf are authorized to enter into this Agreement and be bound by its terms.
12. Entire Agreement; No Modifications. This Agreement constitutes the sole
agreement between the parties with respect to the subject matter. Each party to this Agreement
acknowledges that no representations, inducements, promises, or agreements, oral or otherwise,
have been made by any parry or by anyone acting on behalf of any parry which are not embodied
herein, and that any agreement, statement or promise not contained in this Agreement will not be
valid or binding or of any force or effect whatsoever.No change or modification of this
Agreement shall be valid or binding upon the parties hereto unless such change or modification is
in writing and is signed by the parties hereto with the same formality as this present Agreement.
13. Severability. In the event that any one or more of the provisions (or portions
thereof) contained in this Agreement shall be held by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect for any reason, that invalidity, illegality or
RESOLUTION#2015-124
unenforceability shall not affect any other portion hereof, and this Agreement shall be construed
as if that invalid, illegal or unenforceable provision (or portion thereof)had never been contained
herein.
14. Binding Effect. The terms,promises, covenants and agreements contained in this
Agreement shall apply to, be binding upon and inure to the benefit of the parties hereto and their
respective heirs, successors and assigns.
15. Applicable LawNenue. This Agreement and the rights and obligations of the
parties hereunder shall be construed, interpreted and enforced in accordance with and governed
by the laws of the State of Florida. The parties agree that venue for any action brought by either
party to enforce or interpret this Agreement shall lie in the courts of Broward County, Florida.
16. Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW)ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
OF ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING UNDER OR RELATING TO
THIS AGREEMENT OR THE CONFIRMATIONS OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY AND AGREES THAT ANY SUCH DISPUTE
SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
17. Joint Drafting and Neutral Construction. This Agreement is a negotiated
document and shall be deemed to have been drafted jointly by the parties, and no rule of
construction or interpretation shall apply against any particular party based on a contention that
the Agreement was drafted by one of the parties. This Agreement shall be construed and
interpreted in a neutral manner.
18. No Waiver. This Agreement may be amended, cancelled, renewed or extended,
and the terms hereof may be waived, only by a written agreement signed by CODB and SFDA.
No delay on the part of any party in exercising any right, power or privilege hereunder shall
operate as waiver thereof, nor shall any waiver on the part of any parry of any such right, power
or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any
further exercise thereof or the exercise of any other such right,power or privilege.
19. Indemnification. CODB further agrees to indemnify, defend and hold harmless
SFDA from and against any and all liability for any loss, injury or damage, including, without
limitation, all costs, expenses, court costs and reasonable attorney fees imposed upon SFDA by
any person that occurs, which indemnification only applies as a direct result of the acts,
omissions, negligence or willful misconduct of CODB, its employees, agents or assigns;
providing however, that the CODB is not responsible for any loss or damage as specified in the
last subparagraph of Paragraph 3, above.
20. Headings and Captions. The titles or captions of paragraphs and subparagraphs
contained in this Agreement are provided for convenience of reference only, and they shall not be
considered a part of this Agreement.
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21. Acknowledgment. Execution of this Agreement by the parties constitutes an
acknowledgment of having been given reasonable opportunity to examine the contents of this
Agreement, with the assistance of legal counsel, if desired, so as to completely understand the
meaning of the Agreement.
22. Counterparts. This Agreement may be executed in any number of counterparts
and by the different parties hereto by separate counterparts, each of which when so executed shall
be an original, and all of which shall constitute one in the same instrument. Complete sets of
counterparts shall be lodged with CODB and SFDA.
23. Facsimile Signatures. Electronically transmitted facsimile signatures on this
Agreement shall serve as originals for all purposes.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and
year first written above.
CITY:
CITY OF DANIA BEACH, FLORIDA,
ATTEST: a Florida municipal corporation
LOUISE STILSON, CMC MARCO A. SALVINO, SR.
CITY CLERK MAYOR
APPROVED FOR FORM AND
CORRECTNESS: ROBERT BALDWIN
CITY MANAGER
THOMAS J. ANSBRO
CITY ATTORNEY
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CONTRACTOR:
MIAMI-DADE BROADBAND
COALTION, INC. d/b/a SOUTH FLORIDA
DIGITAL ALLIANCE, INC.
WITNESS:
Signature Signature
PRINT Name PRINT Name
Signature TITLE
PRINT Name
STATE OF FLORIDA
COUNTY OF
BEFORE me on 2015, personally appeared
as of SOUTH FLORIDA DIGITAL
ALLIANCE, INC. on behalf of the corporation, who acknowledged
execution of the foregoing Agreement for the use and purposes mentioned in it, and that the
instrument is the act and deed of the Contractor. Such person is personally known to me or
produced as identification.
NOTARY PUBLIC
State of Florida
My Commission Expires:
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