HomeMy WebLinkAboutR-2024-157 Authorize to Exceed $50K and Execute First Amendment to Advanced Data Solutions inc.RESOLUTToN No. 2024- I 51
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORZING THE EXTENSION OF AN AGREEMENT
WITH ADVANCED DATA SOLUTIONS INC. UNDER THE CITY OF FORT
LAI.]DERDALE SOLICITATION NO. 12696.535 FOR THE PURCHASE OF
SCANNING SERVICES, AND TO EXCEED THE ANNUAL VENDOR TOTAL
AMOUNT OF FIFTY THOUSAND DOLLARS ($50,000'00); PROVIDING FOR
CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the charter of the city of Dania Beach, Part III, Article 3, Section 4,
Subsection o, authorizes the city Manager to purchase supplies, services, equipment and
materials for the City govemment in amounts in excess of the established monetary threshold
without competitive bidding and without advertisement for bids if she is authorized to do so in
advance by a resolution adopted by the City Commission; and
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 $50,000.00 for a vendor each fiscal year; and
WHEREAS,onSeptember25,2023,theCityManagerapprovedamemorandumfrom
the Community Development Department to enter into an Agreement with Advanced Data
Solutions, Inc. for scanning services utilizing the city ofFort Lauderdale Solicitation No' 12696-
535, which Agreement is attached and incorporated into this Resolution as Exhibit "A"; and
WHEREAS, the City's agreement expired on September 30,2024, and the Community
Development Department desires to continue services with the vendor under the same terms and
conditions ofthe City ofFort Lauderdale solicitation; and
wHEREAS, the costof the services will now exceed the annual $50,000.00 city purchase
threshold for a single vendor and, requiring City Commission approval'
NOW,THEREFORE,BEITRESOLVEDBYTHECITYCOMMISSIONOFTHE
CITY OF DANIA BEACH, FLORIDA:
Section l. That the above "Wlereas" clauses are ratified and confirmed, and they are
made a part ofand incorporated into this Resolution by this reference'
section 2. That the city commission authorizes from the proper city officials to
execute an Amendment to the agreement with Advanced Data Solutions, Inc, which Amendment
is aftached and incorporated into this Resolution as Exhibit "B"'
section 3. That the city shall be afforded the same terms and conditions ofthe city of
Fort Lauderdale Agreement and Solicitation No. 12696-535 '
section 4. That the cost ofthe services will exceed the annual vendor threshold ofFifty
Thousand Dollars ($50,000.00) for as long as this agreement is in effect, including any subsequent
renewal periods.
Section5.ThatsubsequentamendmentsthatrenewtheAgleementpursuanttotheCity
of Fort Lauderdale underlying agreement and solicitation may be authorized and executed by the
City Manager.
Section6.ThatfundingfortheseservicesshallbemadefromtheCity'sauthorizedannual
budget appropriations from both the city's General Fund and Building Fund as described below:
General Fund Account No. 001- 15-01-515-34-10
General Fund Account No. 001-15-03-529-34-10
Building Fund Account N o. 1 07 - 1 5'02-524-34- 1 0
section 7. That all resolutions or parts of resolutions in conflict wilh this Resolution are
repealed to the extent of such conflict.
Section8.ThatthisResolutionshallbeeffectivel0daysafterpassage.
PASSED AND ADOPTED on 2024.
&rn second by LMotion by
FINAL VOTE ON ADOPTION: Unanimous
Yes No
Commissioner Joyce L. Davis
Commissioner Tamara James
Commissioner Marco Salvino
Vice Mayor Lori Lewellen
Mayor Archibald J. RYan IV
SIGNATURES ON THE FOLLOWING PAGES
2 RESOLUTION #20 lz0.16
HEO
ATTEST:
ELORA
CITY CLERK
APPROVED AS TO FORM AND CORRECTNESS:
RNEY
ARCHIB
MAYOR
IV
E
J RESOLUTION #20 24.\.1
SERVICE AGREEMENT FOR
DOCUMENT AND MEDIA STANNING SERVICES
(GROUP I - SCAI{NING, INDEXING, IMAGING
AI\[D MEDIA CONVERSION SERVICES)
THIS SERVICE ACREEMENT for Document and Media Scanning Services (Croup I -
Scanning, Indexing, lmaging and Media Conversion Services), m3dg 15i5 26th d6y 6f
June 2023, is by and between the City of Fort Lauderdale, a Florida
municipality ("City"), whose address is 100 North Andrews Avenue, Fort lauderdale,
Florida 33301-1016, and Advanced Data Solutions, Inc., a Florida corporation
("ContractoC'), whose addrcss and phone number are l4l Scarlet Boulevard, Suite A,
Oldsmar, Florida 34677 , Phone: (813) 855-3545, Email: js!y4!91@pglgus4g! (collectively,
"Parties").
NOW THEREFORE, for and in consideration of the mutual promises and covenants set
forth herein and other good and valuable consideration, Contractor agrces to provide to
the City Document and Media Scanning Services (Group I - Scanning, lndexing,'
Imaging and Media Conversion Services) (the "Work"), and the City and the Contractor
further covenant and agree as follows:
WITNESSETH:
I. DOCUMENTS
The following documents (collectively "Contract Documents") are hereby incorporated
into and made part of this Agreement:
(l) Solicitation No. 12696-535, Document and Media Scanning Services,
including any and all exhibits and addenda prepared by the City of Fort
Lauderdale, ("Exhibit A).
(2) The Contractor's proposal dated September 29, 2022, C'Exhibit B).
All Contract Documents may also be collectively referred to as the "Documents." ln the
event of any conflict between or among the Documents or any ambiguity or missing
specificalions or instruction, the following priority is established:
First, this Agrcem ent dated June 26 2023 and any attachments.
Second, Exhibit A.
Third, Exhibit B.
SCOPE
The Contractor shall perform the Work under the general direction ofthe City as set forth
in the Contract Documents.
Unless otherwise specified herein, the Contractor shall perform all Wort identified in this
Agreement. The Parties agrce that the scope of services is a description of Contractor's
A.
B.
C.
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obligations and responsibilities, and is dpemed to include preliminary considerations and
prcrcquisites, and all labor, materials, equipmen! and tasks which are such an inseparable
part of the work described that exclusion would render performance by Contractor
impractical, illogical, or unconscionable.
Contractor acknowledges and agrees that the City's Contract Administrator has no
authority to make changes that would increase, decrease, or otherwise modiry the Scope
of Services to be provided under this AgreemenL Any change orders to the Scope of
Services or amendments to the Contract Documents must be authorized by the City
Manager, or his designee, and approved by the.City Commission whenever required in
compliance with the Charter and Code ofOrdinances for the City ofFort Lauderdale.
By signing this Agreement, the Contractor represents that it has thoroughly reviewed the
documents incorporated into this Agreement by reference and that it accepts the
description ofthe work and the conditions under which the Work is to be performed.
M. TERMOFAGREEMENT
The initial term of this Agreement shall commence on April 19, 2023, and shall end on
April I 8, 2026. The City reserves the right to extend this Agreement for two (2)
additional one (l)-year terms, provided all terms, conditions and specifications contained
herein remain the same, and the extension is mutually agreed to in writing and signed by
both Parties. ln the event the term of this Agreement extends beyond the end ofany fiscal
year of City, to wit, September 30th, the continuation of this Agreement beyond the end
ofthe City's fiscal year shall be subject to and conditioned upon both the appropriation
and the availability of funds.
Iv, COMPENSATION
The Contractor agrees to provide the services and/or materials as specified in the
Contract Documents at the cost specified in Exhibit B. It is acknowledged and agrced by
Contractor that this amount is the maximum payable and constitutes a limitation upon
City's obligation to compensate Contractor for Contractor's services related to this
Agreement. This maximum amount, however, does not constitute a limitation of any sort
upon Contractor's obligation to perform all items of work required by or which can be
reasonably inferred fiom the Scope of Services. Except as otherwise provided in the
solicitation, no amount shall be paid to Contractor to reimburse Contractor's expenses.
V. METHODOFBILLINGANDPAYMENT
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Contractor may submit proper invoices for compensation no more often than monthly,
but only after the services for which the invoices are submitted have been completed. An
original invoice plus one copy are due within fifteen (15) days of the end of the month
except the final invoice which must be received no later than sixty (60) days after this
Agreement expires. Invoices shall designate the nature of the services performed and/or
the goods provided.
City shall pay Contractor within forty-five (45) days of receipt of Contractor's proper
invoice, as provided in the Florida Local Coveinment Prompt Payment Act, as may be
amended from time to time.
To be deemed proper, all invoices must comply with the r€quirements set forth in this
Agreement and must be submitted on the form and pursuant to instructions prescribed by
the City's Contract Administrator. Payment may be withheld for failure of Contractor to
comply with a term, condition, or requircment of this Agreement.
Notwithstanding any provision of this Agreement to the contrary, City may withhold, in
whole or in paG payment to the extent necessary to protect iself from loss on account of
inadequate or defective work that has not been remedied or resolved in a manner
satisfactory to the City's Contract Administrator or failure to comply with this
Agreement. The amount wilhheld shall not be subject to payment of interest by City.
YI. GENERAL CONDITIONS
A. I n dern nilication
Contractor shall protect and defend at Contractor's expense, counsel being subject
to the City's approval, and indemnifr and hold harmless the City and the City's
officers, employees, volunteers, and agents from and against any and all losses,
penalties, fines, damages, settlements, judgments, claims, costs, charges,
expenses, or liabilities, including any award of attomey fees and any award of
costs, in connection with or arising directly or indirectly out of any act or
omission by the Contractor or by any officer, employee, agent. invitee,
subcontractor, or sublicensee ofthe Contractor. The provisions and obligations of
this section shall survive the expiration or earlier termination of this Agrcement.
To the extent considered necessary by the City Manager, any sums due Conractor
under this Agreement may be retained by City until all of City's claims for
indemnification pursuant to this Agreement have been settled or otherwise
resolved, and any amount withheld shall not be subject to payment of interest by
City.
Contractor shall protect and defend at Conractor's expense, counsel being subject
to the Ciry's approval, and indemnifi and hold harmless the City from and against
any and all losses, penalties, fines, damages, settlements, judgments, claims,
costs, charges, royalties, expenses, or liabilities, including any award of attorney
fees and any award of costs, in connection with or arising directly or indirectly
out ofany infringement or allegation of infringement of any patent, copyright, or
other intellectual property right in connection with the Contractor's or the City's
use of any copyrighted, patented or un-patented invention, process, article,
material, or device that is manufactured, pmvided, or used pursuant to this
Agreement. lf the Contractor uses any design, device, or materials covered by
letters, patent or copyright, it is mutually agreed and understood without
exception that the bid prices shall include all royalties or costs arising from the
use ofsuch design, device, or materials in any way involved in the work.
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B. Intellectual Prooertv
C. Termination for Cause
The aggrieved Party may terminate this Agreement for cause if the Party in
breach has not corrected the breach within ten (10) days after written notice from
the aggrieved Party identifuing the breach. The City Manager may also terminate
this Agreement upon such notice as the City Manager deems appropriate under
the circumstances in the event the City Manager determines that termination is
necessary to protect the public health or safety. The Parties agrce that if the City
erroneously, improperly, or unjustifiably terminates for cause, such termination
shall be deemed a termination for convenience, which shall be effective thirty
(30) days after such notice of termination for cause is provided.
This Agreement may be terminated for cause for reasons including, but not
limited to, Contractor's repeated (whether negligent or intentional) submission for
payment of false or incorrect bills or invoices, failure to perform the work to the
City's satisfactionl or failure to continuously perform the work in a manner
calculated to meet or accomplish the objectives as set forth in this Agreement.
D. Termination for Convenience
The City reserves the right, in is best interest as determined by the City, to cancel
this Agreement for convenience by giving written notice to the Contractor at least
thirty (30) days prior to the effective date of such cancellation. In the event this
Ageement is terminated for convenience, Contractor shall be paid for any
services performed to the City's satisfaction pursuant to the Agreement through
the termination date specified in the written notice of termination. Contractor
acknowledges and agrees that it has received good, valuable, and sullicient
consideration from City, the receipt and adequacy of which are hereby
acknowledged by Contractor, for City's right to terminate this Agreement for
convenience.
E. Cancellation for Unaoorooriated Funds
The City reserves the right, in its best interest as determined by the City, to cancel
this Agreement for unappropriated funds or unavailability of funds by giving
written notice to the Contractor at least thirty (30) days prior to the effective date
of such cancellation. The obligation of the City for payment to a Contractor is
limited to the availability of funds appropriated in a currcnt fiscal period, and
continuation of the Agreement into a subsequent fiscal period is subject to
appropriation offunds, unless otherwise provided by law.
F. Ire
As a condition precedent to the effecliveness of this Agreement, during the term
of this Agreement and during any renewal or extension term of this Agreement,
the Contractor, at the Contractor's sole expense, shall provide insurance of such
types and with such terms and limits as noted below. Providing proof of and
maintaining adequat€ insurance coverage are material obligations of the
Contractor. The Contractor shall provide the City a c€rtificate of insurance
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evidencing such coverage. The Contractor's insurance coverage shall be primary
insurance for all applicable policies. The limits of coverage under each policy
maintained by the Contractor shall not be interpreted as limiting the Contractor's
liability and obligations under this Agreement. All insurance policies shall be
from insurers authorized to write insurance policies in the State of Florida and
that possess an A.M. Best rating of "A-" VII or better. All insurance policies are
subject to approval by the city's Risk Manager.
The coverages, limits, and endorsements required herein protect the interests of
the City, and these coverages, limits, and endorsements may not be rclied upon by
the Contractor for assessing the extent or determining appropriate types and limis
of coverage to protect the Contractor against any loss exposure, whether as a
result of this Agreement or otherwise. The requirements contained herein, as well
as the City's rcview or acknowledgement, are not intended to and shall not in any
manner limit or qualify the liabilities and obligations assumed by the Contractor
under this Agreement.
The following insurance policies and coverages are required:
Commercial eral Liabilitv
Coverage must be afforded under a Commercial General Liability policy with
limits not less than:
$1,000,000 each occurrence and $2,000,000 aggregate for Bodily lnjury,
Property Damage, and Personal and Advertising Injury
$1,000,000 each occurrence and $2,000,000 aggregate for Products and
Completed Operations
include coverage for Contractual Liability and lndependentPolicy must
Contractors.
The City and the City's officers, employees, and volunteers are to be covered as
additional insureds with a CC 20 26 M 13 Additional lnsured - Designated
Person or Organization Endorsement or similar endorsement providing equal or
broader Additional lnsured Coverage with respect to liability arising out of
activities performed by or on behalfofthe Contractor. The coverage shall contain
no special limitation on the scope of protection afforded to the City or the City's
officers, employees, and volunteers.
Business Automobile Liabilitv
Coverage must be afforded for all Owned, Hired, Scheduled, and Non-Owned
vehicles for Bodily lnjury and Property Damage in an amount not less than
$1,000,00O combined single limit each accident.
If the Contractor does not own vehicles, the Contractor shall maintain coverage
for Hircd and Non-Owned Auto Liability, which may be satisfied by way of
endorsement to the Commercial Ceneral Liability policy or separate Business
Auto Liability policy.
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Workers' Comoensation and Emplover's Liability
Coverage must be afforded per Chapter 440, Florida Statutes (2022). Any person
or entity performing work for or on behalf of the City must provide Workers'
Compensation insurance. Exceptions and exemptions will be allowed by the
City's Risk Manager, if they arc in accordance with Florida Statute.
The Contractor waives, and the Contractor shall ensurc that the Contractor's
insurance carrier waives, all subrogation rights against the City and the City's
officers, employees, and volunteers for all losses or damages. The City requires
the policy to be endorsed with WC 00 03 l3 Waiver of our Right to Recover from
Others or equivalent.
The Contractor must be in compliance with all applicable State and federal
workers' compensation laws, including the U.S. Longshor€ Harbor Workers' Act
and the Jones Act, ifapplicable.
Insurance Certi ficate Requirements
a. The Contractor shall provide the City with valid Certificates of lnsurance
(binders are unacceptable) no later than thirty (30) days prior to the start of
work contemplated in this Agreement.
b. The Contractor shall provide to the City a Certificate of Insurance having
a thirty (30) day notice of cancellation; ten (10) days' notice if
cancellation is for nonpayment of premium.
c. ln the event that the insurer is unable to accommodate the cancellation
notice rcquirement, it shall be the responsibility of the Contractor to
provide the proper notice. Such notification will be in writing by
registered mail, retum receipt requested, and addressed to the certificate
holder.
d. In the event the Agreement term goes beyond the expiration date of the
insurance policy, the Contractor shall provide the City with an updated
Certificate of Insurance no later than ten (10) days prior to the expiration
of the insurance currently in effect. The City reserves the right to suspend
the Agrcement until this requirement is met.
e. The Certificate of lnsurance shall indicate whether coverage is provided
under a claims-made or occurrence form. If any coverage is provided on a
claims-made form, the Certificate of lnsurance must show a retroactive
date, which shall be the effective date ofthe initial contract or prior.
f. The City shall be named as an Additional lnsured on all liability policies,
with the exception of Workers' Compensation.
g. The City shall be granted a Waiver of Subrogation on the Contractor's
Workers' Compensation insurance policy.
h. The title of the Agreement, Bid/Contract number, event dates, or other
identifoing reference must be listed on the Certificate of Insurance.
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The Certificate Holder should read as follows:
City of Fort Lauderdale
Procurement Services Division
100 N. Andrews Avenue
Fort Laudendale, FL 33301
The Contractor has the sole responsibility for the payment of all insurance
premiums and shall be fully and solely responsible for any costs or expenses as a
result of a coverage deductible, co-insurance penalty, or self-insured retention;
including any loss not covered because of the operation of such deductible, co-
insurance penalty, self-insured retention, or coverage exclusion or limitation. Any
costs for adding the City as an Additional Insured shall be at the Contractor's
expens€.
If the Contractor's primary insurance policy/policies do not meet the minimum
requirements, as set forth in this Agreement, the Contractor may provide evidence
of an Umbrella/Excess insurance policy to comply with this requirement.
The Contractor's insurance coverage shall be primary insurance as applied to the
City and the City's officers, employees, and volunteers. Any insurance or self-
insurance maintained by the City covering the City, the City's oflicers,
employees, or volunteers shall be non-contributory.
Any exclusion or provision in the insurance maintained by the Contractor that
excludes coverage for work contemplated in this Agreement shall be unacceptable
and shall be considered breach ofcontract.
All required insurance policies must be maintained until the contract work has
been accepted by the City, or until this Agreement is terminated, whichever is
later. Any lapse in coverage shall be considered breach of contract. In addition,
Contractor must provide to the City confirmation of coverage renewal via an
ufrated certificate should any policies expirc prior to the expiration of this
Agreement. The City resenes the right to review, at any time, coverage forms and
limits of Contractor's insurance policies.
The Contractor shall provide notice of any and all claims, accidents, and any other
occurrences associated with this Agrcement shall be provided to the Contractor's
insurance company or companies and the City's Risk Management oflice as soon
as practical.
It is the Contractor's responsibility to ensure that any and all of the Contractor's
independent contractors and subcontractors comply with these insurance
rcquirements. AII coverages for independent contractors and subcontractors shall
be subject to all of the applicable requirements stated herein. Any and all
deficiencies are the rcsponsibility ofthe Contractor.
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G. Environrnental. Health and Safety
Contractor shall place the highest priority on health and safety and shall maintain
a safe working environment during performance of the Work. Contractor shall
comply, and shall secure compliance by its employees, agents, and
subcontractors, with all applicable environmental, health, safety and security laws
and regulations, and performance conditions in this Agreement. Compliance with
such rcquirements shall rcpresent the minimum standard rcquired of Contractor.
Contractor shall be responsible for examining all requirements and determine
whether additional or morc stringent environmental, health, safety and security
provisions are required for the Work. Contractor agrees to utilize protective
devices as required by applicable laws, regulations, and any industry or
Contractor's health and safety plans and regulations, and to pay the costs and
exp€nses thereof, and warrants that all such persons shall be fit and qualified to
carry out the Work.
I. Riehts in Documents and Work
Any and all rcports, photographs, surveys, and other data and documents provided
or created in connection with this Agreement are and shall remain the prop€rty of
City; and Contractor disclaims any copyright in such materials. In the event of
and upon termination of this Agreement, any reports, photographs, surveys, and
other data and documents prepared by Contractor, whether finished or unfinished,
shall become the property of City and shall be delivered by Contractor to the
City's Contract Administrator within seven (7) days of termination of this
Agreement by either Party. Any compensation due to Contractor shall be withheld
until Contractor delivers all documents to the City as provided herein.
J. Audit Risht and Retention ofRecords
City shall have the right to audit the books, records, and accounts of Contractor
and Contractor's subcontractors that are related to this Agreement. Contractor
shall keep, and Contractor shall cause Contractor's subcontractors to keep, such
books, records, and accounts as may be necessary in order to record complete and
corect entries related to this Agreement. All books, records, and accounts of
Contractor and Contractor's subcontractors shall be kept in written form, or in a
form capable ofconversion into written form within a reasonable time, and upnn
request to do so, Contractor or Contractor's subcontractor, as applicable, shall
make same available at no cost to City in wriften form.
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H. Standard ofCare
Contractor rcprcsents that it is qualified to perform the Work, that Contractor and
subcontraclors possess curent, valid state and/or local lic€nses to perform the Work,
and that their serviccs shall be performed in a manner consistent with that level of
care and skill ondinarily exercised by other qualified contractors under similar
circumstances.
Contractor and Contractor's subcontractors shall preserve and make available, at
reasonable times for examination and audit by City in Broward County, Florid4
all financial rccords, supporting documents, statistical rccords, and any other
documents pertinent to this Agreement for the requircd retention period of the
Florida public records law, Chapter ll9, Florida Statutes (2022), as may be
amended from time to time, if applicable, or, if the Florida Public Records Act is
not applicable, for a minimum period of three (3) years after termination of this
Agreement. lf any audit has been initiated and audit findings have not been
resolved at the end of the retention period or three (3) years, whichever is longer,
the books, records, and accounts shall be retained until resolution of the audit
findings. lf the Florida public rccords law is determined by City to be applicable
to Contractor and Contractor's subconractors' records, Contractor and
Contractor's subcontractors shall comply with all requirements thereof; however,
Contractor and Contractor's subcontractors shall violate no confidentiality or non-
disclosurc requirement of either federal or state law. Any incomplete or incorrect
entry in such books, rccords, and accounts shall be a basis for City's disallowance
and recovery of any payment upon such entry.
Contractor shall, by written contract, require Contractor's subcontractors to agree
to the requirements and obligations of this Section.
The Contractor shall maintain during the term of the Agreement all books of
account, reports and rccords in accordance with generally accepted accounting
practices and slandards for records directly related to this Agreement.
L.@grcgntracto.I
Contractor is an independent contBctor under this Agreement. Services provided
by Conaactor pursuant to this Agreement shall be subject to the supervision ofthe
9
K. Public Entitv Crime Act
Contractor rcpresents that the execution of this Agreement will not violate the
Public Entity Crime Act, Section 287.133, Florida Statutes (2022), as may be
amended from time to time, which essentially provides that a person or afliliate
who is a contractor, consultant, or other provider and who has been placed on the
convicted vendor list following a conviction for a public entity crime may not
submit a bid on a contract to provide any goods or services to City, may not
submit a bid on a contract with City for the construction or rcpair of a public
building or public work, may not submit bids on leases of real property to City,
may not be awarded or perform work as a contractor, supplier, subcontractor, or
consultant under an Agreement with City, and may not transact any business with
City in excess of the threshold amount provided in Section 287.017, Florida
Statutes (2022), as may be amended from time to time, for category two
purchases for a period of 36 months from the date of being placed on the
convicted vendor list. Violation of this Section shall result in termination of this
Agreement and recovery of all monies paid by City pursuant to this Agreement
and may r€sult in debarment from City's competitive procurement activities.
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Contractor. In providing such services, neither Contractor nor Contractor's agents
shall act as oflicers, employees, or agents of City. No partnership, joint venture,
or otherjoint relationship is created hereby. City does not extend to Contractor or
Contractor's agents any authority of any kind to bind City in any respect
whatsoever.
M. Insoection and Non-Waiver
Contractor shall permit the representatives of City to inspect and observe the
Work at all times.
The failure ofthe City to insist upon strict p€rformance ofany other terms of this
Agreement or to exercise any rights confered by this Agreement shall not be
construed by Contractor as a waiver of the City's right to assert or rely on any
such terms or rights on any futurc occasion or as a waiver of any other terms or
rights.
N. Assignment and Performance
Neither this Agreement nor any right or interest herein shall be assigned,
transferred, or encumbered without the written consent of the other Party. In
addition, Contractor shall not subcontract any portion ofthe Work required by this
Agreement, except as provided in the Schedule of Subcontractor Participation. City
may terminate this Agreement, effective immediately, if there is any assignment,
or attempted assignment, transfer, or encumbrance, by Contractor of this
Agreement or any right or interest herein without City's prior written consent.
Contractor rcpresents that each person who will render services pursuant to this
Agreement is duly qualified to perform such services by all appropriate
govemmental authorities, where required, and that each such person is reasonably
experienced and skilled in the area(s) for which he or she will render his or her
services.
Contractor shall perform Contractor's duties, obligations, and services under this
Agreement in a skillful and respectable manner. The quality of Contractor's
performance and all interim and final produc(s) provided to or on behalf of City
shall be comparable to the best local and national standards.
In the event Contractor engages any subcontractor in the performance of this
Agreement, Contractor shall ensure that all of Contractor's subcontractors
perform in accordance with the terms and conditions of this Agreement.
Contractor shall be fully responsible for all of Contractor's subcontractors'
performance, and liable for any of Contractor's subcontractors' non-performance
and all of Contractor's subcontractors' acts and omissions. Contractor shall
defend at Contractor's expense, counsel being subject to City's approval or
disappmval, and indemnifu and hold City and City's oflicers, employees, and
agents harmless from and against any claim, lawsuit, third party action, fine,
penalty, seulement, or judgment, including any award of attomey fees and any
award of costs, by or in favor of any of Contractor's subcontractors for payment
for work performed for City by any of such subc.ontractors, and from and against
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any claim, lawsuit, third party action, fine, penalty, settlement, or judgment,
including any award of attomey fees and any award of costs, occasioned by or
arising out of any act or omission by any of Contractor's subcontractors or by any
of Contractor's subcontractors' officers, agents, or employees. Contractor's use of
subcontractors in connection with this Agreement shall be subject to City's prior
written approval, which approval City may r€voke at any time.
Contractor further agrees that none of Contractor's officers or employees shall,
during the term of this Agreement, serve as an expert witness against City in any
legal or administrative proceeding in which he, she, or Contractor is not a Party,
unless compelled by court process. Further, Contractor agrees that such persons
shall not give swom testimony or issue a report or writing, as an expression ofhis
or her expert opinion, which is adverse or prejudicial to the interests of City in
connection with any such pending or threatened legal or administrative
proceeding unless compelled by court process. The limitations of this Section
shall not preclude Contractor or any persons in any way from representing
themselves, including giving expert testimony in support thereof, in any action or
in any administrative or legal proceeding.
ln the event Contractor is permitted pursuant to this Agreement to utilize
subcontractors to perform any services required by this Agreement, Contractor
agrces to require such subcontractors, by written contract, to comply with the
provisions of this Section to the same extent as Contractor.
P. Schedule and Delsvs
Time is of the essence in this Agreement. By signing, Contractor affirms that it
believes the schedule to be reasonable; pmvided, however, the Parties
acknowledge that the schedule might be modified as the City dirccts.
a . Materiali8 and Waiver of Breaqh
City and Contractor agree that each requirement, duty, and obligation s€t forth
herein was bargained for at arm's-length and is agreed to by the Parties in
exchange for quid pro quo, that each is substantial and important to the formation
of this Agreement and that each is, therefore, a material term hereof.
City's failure to enforce any provision of this Agreement shall not be deemed a
waiver of such provision or modification of this Agreement. A waiver of any
breach of a provision of this Agreement shall not be deemed a waiver of any
ll cAsn *234?3.2
E ib[,r
P€e 1l of 19
O. Conflicts
Neither Contractor nor any of Contractor's employees shall have or hold any
continuing or frcquently recurring employment or contractual relationship that is
substantially antagonistic or incompatible with Contractor's loyal and
conscientious exercise of judgment and care rclated to Contractor's performance
under this Agreement.
subsequent breach and shall not be construed to be a modification ofthe terms of
this Agrcement.
R Comoliance With l,aws
Contractor shall comply with all applicable federal, state, and local laws, codes,
ordinances, rules, and regulations in performing Contractor's duties,
responsibilities, and obligations pursuant to this Agreement,
S. Severance
In the event a portion of this Agreement is found by a court of competent
jurisdiction to be invalid or unenforceable, the provisions not having been found
by a court of competent jurisdiction to be invalid or unenforceable shall continue
to be effective.
The City desires to enter into this Agreement only if in so doing the City can
place a limit on the City's liability for any cause of action for money damages due
to an alleged breach by the City of this Agreement, so that its liability for any
such breach never exceeds the sum of $1,000. Contractor hercby expresses its
willingness to enter into this Agreement with Contractor's recovery from the City
for any damage action for breach of contract or for any action or claim arising
from this Agreement to be limited to a maximum amount of $1,000 less the
amount of all funds actually paid by the City to Contractor pursuant to this
Agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Contractor hereby agrees that the City shall not be liable to Contractor for
damages in an amount in excess of $1,000 which amount shall be reduced by the
amount actually paid by the City to Contractor pursuant to this Agreement, for
any action for breach of contract or for any action or claim arising out of this
Agrcement. Nothing contained in this paragraph or elsewhere in this Agreement is
in any way intended to be a waiver of the limitation placed upon City's liability as
set forth in Section 768.28, Florida Statutes (2022), as may be amended or
revised.
The Agreement shall be interpreted and construed in accordance with, and
governed by, the laws ofthe state of Florida. The Parties agree that the exclusive
venue for any lawsuit arising from, related to, or in connection with this
Agrcement shall be in the state courts of the Seventeenth Judicial Circuit in and
for Broward County, Florida. [f any claims arising from, related to, or in
connection with this Agreement must be litigated in federal court, the Parties
agrce that the exclusive venue for any such lawsuit shall be in the United States
District Court or United States Bankruptcy Court for the Southem District of
t2 cA.jji/,*.234292
Exhlbd 4
Page 12 ol19
T. Limitation of Liabilitv
U. Jurisdiction. Venue Waiver. Waiver of Jurv Trial
Florida. BY ENTERING INTO THIS AGREf,,MENT, THE PARTIES
HEREBY EXPRESSLY WAIVE ANY AND ALL RIGHTS EITHER
PARTY MIGHT HAVE TO A TRIAL BY JURY OF ANY ISSUES
RELATED TO THIS AGREEMENT. IF A PARTY FAILS TO
WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT
ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY
THE OTHER PARTY OF VIOLATION OF THIS SECTION, THE PARTY
MAKING THE REQUEST FOR JURY TRIAL SHALL BE LIABLE FOR
THE REASONABLE ATTORNEYS' FEES AND COSTS OF THE OTHER
PARTY IN CONTESTING THE REQUEST FOR JURY TRIAL, ANI)
SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN
ADJUDICATING THE MOTION.
v.Amendments
No modification, amendment, or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document preparcd with the
same or similar formality as this Agreement and executed by the City's Mayor
and/or City Manager, as determined by the City Charter and Ordinances of the
City of Fort Lauderdale, Florida, and Contractor, or others delegated authority to
or otherwise authorized to execute same on their behalf.
W. Prior Agreements
This document represents the final and complete understanding of the Parties and
incorporates or supersedes all prior negotiations, correspondence, conversations,
agreements, and understandings applicable to the matters contained herein. The
Parties agree that there is no commitment, agreement, or understanding
concerning the subject matter of this Agreement that is not contained in this
written document. Accordingly, the Parties agree that no deviation from the terms
hercof shall be prcdicated upon any prior representation or agreement, whether
oral or written.
X. Pavable Interest
Except as required and provided for by the Florida Local Covernment Prompt
Payment Act, City shall not be liable for interest for any reason, whether as
prcjudgment interest or for any other purpose, and in furtherance thereof
Contractor waives, rcjects, disclaims and surrenders any and all entitlement it
has or may have to receive intercst in connection with a dispute or claim based on
or related to this Agreement.
Y.Bcssr!l$4t4!Er!!y
Each individual executing this Agreement on behalf of a Party hereto hereby
represents and warrants that he or she is, on the date he or she signs this
Agreement, duly authorized by all necessary and appropriate action to execute
this Agreement on behalfofsuch Party and does so with full legal authority.
t3 cAM *23-0232
E-xhlblt 4
Page 13 of 19
Z. Uncontrollable Circumstances ("Force Maieu re")
The City and Contractor will be excused from the performance oftheir respective
obligations under this Agreement when and to the extent that their performance is
delayed or prevented by any circumstances beyond their control including, fire,
flood, explosion, strikes or other labor disputes, act ofCod or public emergency,
war, riot, civil commotion, malicious damage, act or omission of any
govemmental authority, delay or failure or shortage of any type of transportation,
equipment, or service from a public utility needed for their performance, provided
that:
l. The non-performing Party gives the other Party prompt written notice
describing the particulars of the Force Majeure including, but not limited to, the
nature of the occurrence and its expected duration, and continues to furnish timely
reports with respect ther€to during the period ofthe Force Majeure;
2. The excuse of performance is of no greater scope and of no longer
duration than is required by the Force Majeure;
3. No obligations ofeither Party that arose before the Force Majeure causing
the excuse of performance are excused as a result of the Force Majeure; and
4. The non-performing Party uses its best efforts to remedy its inability to
perform. Notwithstanding the above, perlormance shall not be excused under this
Section for a period in excess of two (2) months, provided that in extenuating
circumstances, the City may excuse performance for a longer term. Economic
hardship of the Contractor will not constitute Force Majeure. The term of the
Agreement shall be extended by a period equal to that during which either Party's
performance is suspended under this Section.
AA. ScrutinizedComoanies
The Contractor certifies that it is not on the Scrutinized Companies that Boycott
Israel List created pursuant to Section 215.4725, Florida Statutes (2022), and that
it is not engaged in a boycott of lsrael. The City may terminate this Agreement at
the City's option if the Contractor is found to have submitted a false certification
as provided under subsection (5) of Section 287.135, Florida Statutes (2022), as
may be amended or revised, or been placed on the Scrutinized Companies that
Boycon lsrael List created pursuant to Section 215.4725, Florida Statutes (2022),
as may be amended or revised, or is engaged in a boycott of Israel.
BB. Public Records
IF THE CONTRACTOR HAS QUESTIONS REGAR"DING THE
APPLICATION OF CHAPTER II9, FLORIDA STATUTES
(2022), TO THE CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT,
t4 cAM*23-0292
Erhlblt 4
Page 14 ol19
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, TOO N. ANDREWS AVENUE, FORT
LAUDERDAL4 FLORIDA 33301, PHONE: 954-82E-5002'
EMAIL: PRRCONTRACT@ FORTLAUDERDALE.GOV.
Contractor shall comply with public records laws, and Contractor shall:
I . Keep and maintain public records requircd by the City to perform the service.
2. Upon request from the City's custodian of public records, provide the City
with a copy ofthe 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
Chapter ll9, Florida Statutes (2022), as may be amended or rcvised, or as
otherwise provided by law.
3. Ensure that public rccords that are exempt or confidenlial and exempt from
public records disclosure requircments are not disclosed excePt as authorized by
law for the duration of the Agreement term and following completion of the
Agr€ement if the Contractor does not transfer the records to the City.
4. Upon completion ofthe Agreement, transfer, at no cost, to the City all public
rccords in possession of the Conractor 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 arc exempt or confidential and exempt
from public records disclosure requirements. lf the Contractor keeps and
maintains public records upon completion ofthe Agreement, the Contractor shall
meet all applicable requirements for retaining public records. All records storcd
electronically must be provided to lhe City, upon r€quest from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
CC. Non-Discrimination
The Contractor shall not discriminate against its employees based on the
employee's race, color, religion, gender, gender identity, gender expression,
marital status, sexual orientation, national origin, age, disability, or any other
protected classification as defined by applicable law.
l. The Contractor certifies and represents that the Contractor offers the same
health benefits to the domestic partners of its employees as are offered its
employees' spouses or offers its employees the cash equivalent of such health
benefits because it is unable to provide health benefits to its employees' domestic
panners, and that the Contractor will comply with Section 2-187, Code of
Ordinances of the City of Fort l,auderdale, Florida, as may be amended or
rcvised, ("Section 2- lE7"), during the entire term ofthis Agreement.
t5 cAM fz34292
Exhibit 4
Page 15 ol19
2. The failure of the Contractor to comply with Section 2- I 87 shall be deemed to
be a material brcach of this Agrcement, entitling the City to pursue any remedy
stated below or any remedy provided under applicable law.
3. The City may terminate this Agreement if the Contractor fails to comply with
Section 2-187.
4. The City may retain all monies due or to become due until the Contractor
complies with Section 2- 187.
5. The Contractor may be subject to debarment or suspension proceedings. Such
proceedings will be consistent with the procedurcs in Section 2- 183 ofthe Code of
Ordinances of the City of Fort Lauderdale, Florida.
DD. E-Verifv
As a condition precedent to the effectiveness of this Agreement, pursuant to
Section t148.095, Florida Statutes (2022), as may be amended or revised, the
Contractor and its subcontractors shall register with and use the E-Verift system to
electmnically veriry the employment eligibility of newly hired employees.
I . The Contractor shall require each of its subconaactors, if any, to provide the
Contractor with an affidavit stating that the subcontractor does not employ,
contract with, or subcontract with an unauthorized alien. The Contractor shall
maintain a copy of the subcontractor's affidavit for the duration of this Agreement
and in accordance with the public records requirements of this Agr€ement.
2. The City, the Contractor, or any subcontractor who has a good faith beliefthat
a person or entity with which it is contracting has knowingly violated Section
448.09(l), Florida Statutes (2022), as may be amended or revised, shall terminate
the Agreement with the penon or entity.
3. The City, upon good faith belief that a subcontractor knowingly violated the
provisions of Section 448.095(2), Florida Statutes (2022), as may be amended or
revised, but that the Contractor otherwise complied with Section 448.095(2),
Florida Statutes (2022), as may be amended or revised, shall promptly notiry
Contractor and order the Contractor to immediately terminate the contract with the
subcontraclor, and the Contractor shall comply with such order.
4. An Agreement terminated under Sections 448.095(2Xc)1. or 2., Florida
Statutes (2022), as may be amended or revised, is not a breach of contract and may
not be considered as such. lf the City terminates this Agreement under Section
448.095(2Xc), Florida Statutes (2022), as may be amended or revised, the
Contractor may not be awarded a public contract for at least one year after the date
on which the Agreement was terminated. The Contractor is liable for any
additional costs incurred by the City as a result of termination of this Agreement.
5. Contractor shall include in each of its subcontracts, if any, the requirements
l6 cAM *2!0292
Erhlbit 4
Page l6 ot 19
set forth in this Section, including this subparagraph, requiring any and all
subcontractors, as defined in Section 448.095(l Xi), Florida Statutes (2022), as may
be amended or revised, to include all of the requircments of this Section in their
subcontracts. Contractor shall be responsible for compliance by any and all
subcontractors, as defined in Section 448.095(l Xi), Florida Statutes (2022), as may
be amended or revised, with the requirements of,Secqion 448.095, Florida Statutes
(2022), as may be amended or revised. - .. I
' t
,,.,
:, .,
lTHrs spAcE wAs INTENTIONALLY LEFT BLANKI
s
t7 c$ti *2l{.232
E dtibil 4
Pege 17 of 19
IN WITNESS WHEREOF, the City and the Contractor execute this Agrecment as
follows:
ATTEST:CITY OF FOR-f LAUDERDALE. a Florida
municipalityu
By,
David R. Solom o varna
q City Manager
Datc:
c
Approved as to form:
D'Wayne M. Spence. Inlerim City Attorney
By
lVlon YA n
Ass istant City Attomey
cAM #23-02S2
Exhibit 4
Page 18 of 19
t8
{r /; C l;:
WIT}iESSES:ADVANCED DA IA SOLUTIONS. tNC.. a
Flolida ratron
lod . Engle. Director
V\xd.\.'\ r )
Signa.ture
N rt-rll c r-rS
Sisnature-KnI',.-+ \\inD'^.
Print Name
(CORPORATE SEAL)
STATE OF El ry
COUNTY OF
The fbregoing instrument was
or O online notarization, this
Director for Advanced Data Solutions, Inc., a Floridlr corporation
(sEA1.)N otary Public, State of F da
(Signature ol Notary Public)
acknorvledsed before me bjd),y o-r ,[lt[V
y *eans of /.phrsical presence
.2023. br Melodl S. Engle as
{nu lNi.ttJleF-
(Print, Type, or Stamp Commissioned Name
of Notary Public)
KARA I FI GER
Nolary Pubtic. Slate of Flo{ida
l,ly Comm. ErFes Dec 3.2026No HH 3280s7
Personally Kno*n NOR Produced Identification
Type of Identification Produced
t9 cAt\{ #23-0292
Erh bit 4
Page 19 of '19
Ppgt \arpe 0
I fu*i. __e_ t _..{"r-,r-<,r....
By:
City of Fort Lauderdale 12696.535
Section 8 - Required Forms
Secdon Vl - COST PROPOSAL PAGE
Cost for Services Performed 3OYo
Proposer Name:Advanced Oata utions, lnc.
Proposer agre6 to supply the producG and services at the prices bid/proposed below in accordance
with the terms, conditions and specifications contained in this RFP.
Cost to the City: Proposer shall quote lirm, fixed, cosls for all servicevproducts ide med in this
requast for proposal. These firm fixed costs for the projeci include any costs for travel and miscellaneous
expenses. No other costs will be accepted.
PRICING FOR SCANNING'IMAGING SERVICES:
Pricing for scanningfimaging must include prepping and indexing
TRANSPORTATION COSTS
Proposers must include any transportation costs in the unit price per image.
GROUP I - Scann lndex and Media Conversion Seryices
It6m Doscription
Estimated
Quantity
Unit
Prico Total Price
No.
5.0ss 538s,000.00
1.1 Unit cosuper scanned image, letter and legal
sized docurnents, up to 11'x 17"
$198,000.00
1.?Unit cosuper scanned image, br E size shop
drawings.400,000 s.49s
1.3 Desfucton docurnenb after scanniru and
revievy of scanned images by the City is
complete. Unit price per pound
100,000 lncluded so.0o
1.4 Cost per character indering abo\re 30
characters 7,000,000 lncluded 50.00
ss83,000.00
u1no23 BidSync p.3
g
7,000,000
GROUP 1 TOTAL:
FIRST AMENDMENT TO AN EXISITNGAGREEMENT BETWEEN THE
CITYoFDANIABEACH,FLoRIDAANDADVANCEDDATASoLUTIoNS'
INC'ToPRoVIDEMEDIAANDSCANNINGSERVICESTD{DERTHECITY
OF FORT LAI,JDERDALE SOLICITATION NO. 12696-535.
This is the First Amendment to an existing Agreement ("Agreement") dated October 16,2023,
between the City of Dania Beach, Florida, a Florida municipal corporation ("City"), with its principal
place of business located at 100 West Dania Beach Boulevard, Dania Beach, Florida 33004 and
Advanced Data Solutions, Inc. ("contractor"), a Florida corporation, whose address is l4l Scarlet
Boulevard, Suite A., Oldsmar, Florida 34677, email: jqivalr1@adsus.ngl!.
In consideration of the mutual covenants, terms and conditions contained in this Agreement,
and other good and valuable consideration, the adequacy and receipt of which are acknowledged and
agreed upon, the parties agree to the following:
l. The current Agreement issued under Soticitation No. 12696-535 between the City of Fort
Lauderdale and the Contractor term expires on April 18,2026'
2. The City of Dania Beach's current agreement with Contractor expired on September 30,
2024. Both Parties agree to extend the existing Agreement through the expiration date of
April 18, 2026 so that both agreements run concurrently.
3. That in all other respects, the terms the previously executed agreement apply to this First
Amendment.
SIGNATURES ON THE FOLLOWING PAGES
as of
ELORA RIERA, MMC
CITY CLERK
APPROVED AS TO LEGAL FORM
AND CORRECTNESS
EVE A. BOUTSIS, CITY ATTORNEY
ANAM. GARCIA, ICMA.CM
CITY MANAGER
IN WITNESS OF THE FOREGOING, the partres have executed this Amendment effective
2024.
CITY OF DANIA BEACH, FLORIDA'
a Florida municiPal corPoration
2
WITNESSES:
CONTRACTOR:
Advanced Data Solutions, Inc.
a Florida corporation
SIGNATURE
PRINT NAIIg
Title
SIGNATURI
PRINT Name
SIGNATUR.E,
PRINT Name
STATE OF FLORIDA
COUNTY OF
online notarization, on
The foregoing instrument was acknowledged before me by means of ! physical presence or E
2024, by AS
or has produced
of Advanced Data Solutions, Inc' He/She is personally known to me
as identification.
NOTARY PUBLIC
State of FloridaMy Commission Expires:
3