R08-143
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2 RESOLUTION NO. R-08-(4~
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4 A RESOLUTION OF THE CITY COMMISSION OF
5 THE CITY OF BOYNTON BEACH, FLORIDA,
6 APPROVING THE PIGGY-BACKING OF RFP #B-06-
7 18 TOWN OF DAVIE WITH R&S INTEGRA TED
8 PRODUCTS AND SERVICES OF LAKELAND,
9 FLORIDA FOR AN AGENDA AUTOMATION
10 WORKFLOW SOFTWARE IN THE AMOUNT OF
11 $40,455.00 AND $4,375.00 FOR CRA AS AN
12 ADDITIONAL MEETING BODY; AUTHORIZING
13 THE CITY MANAGER TO EXECUTE A CONTRACT
14 BETWEEN THE CITY OF BOYNTON BEACH AND
15 R & S INTEGRA TED PRODUCTS AND SERVICES,
16 INC. FOR A TOTAL EXPENDITURE OF $44,830.00;
17 PROVIDING AN EFFECTIVE DATE.
18
19 WHEREAS, on September 2, 2008, the City Commission approved the purchase
20 of "E-Agenda" software; and
21 WHEREAS, R & S Integrated Products and Services of Lakeland, Florida was
22 found to be able to service the City's needs more than other companies software that is
23 offered on the market; and
24 WHEREAS, the City of Boynton Beach desires to retain the services of R & S
25 Integrated Products and Services of Lakeland, Florida.
26 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
27 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
28 Section 1. Each Whereas clause set forth above is true and correct and
29 incorporated herein by this reference.
30 Section 2. The City Commission of the City Of Boynton Beach, Florida,
31 ereby approves the piggy-backing of a Town of Davie RFP #B-06-18 with R & S
32 ntegrated Products and Services of Lakeland, Florida for an Agenda Automation
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1 Workflow Software in the amount of $40,455.00 and $4,375.00 for CRA as an additional
2 meeting body to include software support and annual maintenance for a total expenditure
3 of $44,830.00.
4 Section 3. The City Commission of the City of Boynton Beach hereby
5 authorizes the City Manager to execute a Contract between the City of Boynton Beach and
6 R&S Integrated Products and Services, Inc., a copy of which is attached hereto as Exhibit
7 'foA".
8 Section 4. That this Resolution shall become effective immediately.
9 PASSED AND ADOPTED this 1fE-. day of December, 2008.
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11 CITY OF BOYNTON BEACH, FLORIDA
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20 commis:zer - Ronald Weiland 1
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23 Commissi oodrow
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27 ATTEST:
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Automated Agenda Workflow Solution R08- /'is
Project Contract
BETWEEN the <Client project>
AND R&S Integrated Products and Services, Inc.
THIS CONTRACT is between City of Boynton Beach, whose address is 100 E. Boynton Beach Blvd., P.O. Box
310 Boynton Beach, Florida (hereinafter referred to as ("city") and R&S Integrated Products and Services, Inc., a
Florida corporation, 3816 Industry Blvd., Lakeland, FL 33811, authorized to do business in Florida (hereinafter
referred to as "R&S"). In consideration of the mutual terms and promises set forth below, the city and R&S agree
as follows:
1. Services
R&S' responsibility under this Contract is to provide an Automated Agenda Workflow Solution, or AAWS,
professional services, a technical support and maintenance program, and document conversion services as
described in documents: The city's representative/liaison during the performance of this Contract shall be Janet
Prainito, City Clerk, telephone# 561-742-6061 or designee.
R&S' representative/liaison during the performance of this Contract shall be Robert Porter, President/CEO,
telephone number (863) 709-8044, or Deanna Porter, Chief Financial Officer, telephone number (863) 709-8044.
2. Payments
R&S will bill the city for software delivered and services rendered toward the completion of the work listed in the
above referenced RFP and RFP response at the rates listed in said response. Payments shall be authorized at
the completion of each stage of the contract. Invoice shall be submitted to:
City of Boynton Beach
ATTN: Janet Prainito
TITLE: City Clerk
100 E. Boynton Beach Blvd.
P.O. Box 310
Boynton Beach, FI 33425-0310
Invoices received from R&S pursuant to this Contract will be reviewed and approved by the city's representative,
indicating that software and hardware products have been delivered, and/or professional services have been
rendered in conformity with the Contract, and then will be sent to the Accounts Payable Department for payment.
Invoices will generally be paid within thirty (30) days following the city representative's approval.
Final Invoice: In order for both parties herein to close their books and records, R&S will clearly state "final
invoice" on R&S' final/last billing to the city. This certifies that all services have been properly performed
and all charges and costs have been invoiced to the city. Since this account will thereupon be closed, any and
other further charges, if not properly included on this final invoice, or which are in excess of the not to exceed
amount, are waived by R&S.
Automated Agenda Workflow Solution - Project Contract
3. Initial Contract Period and Contract Renewal
The initial contract period shall begin with the issuance of a purchase order, installation and testing of an AAWS
solution, completion of training, and final acceptance of the AAWS. AAWS Support and Maintenance will
continue for one year from the date of system acceptance or first production use of the system. In addition, the
city reserves the right to renew the support contract for additional year periods, under the same terms, conditions
and specifications contingent upon mutual agreement and city council approval.
4. Access and Audits
R&S shall maintain adequate records related to all charges, expenses, and costs incurred in estimating and
performing the work for at least three (3) years after completion of this Contract. The city shall have access to
such books, records, and documents as required in this section for the purpose of inspection or audit during
normal business hours, at R&S' place of business.
5. Truth-In-Neaotiation Certificate
Signature of this Contract by R&S shall also act as the execution of a truth-in-negotiation certificate certifying that
the wage rates, over-head charges, and other costs used to determine the compensation provided for in this
Contract are accurate, complete and current as of the date of the Contract and no higher than those charged
R&S' most favored customer for the same or substantially similar service. The said rates and costs shall be
adjusted to exclude any significant sums should the city determine that the rates and costs were increased due to
inaccurate, incomplete or concurrent wage rates or due to inaccurate presentation of fees paid to outside
contractors. The city shall exercise its rights under this clause within three (3) years following final payment.
6. Insurance Reauirements
R&S agrees to maintain, on a primary basis and at its sole expense, at all times during the life of this contract the
following insurance coverage and limits, including endorsements described herein. The requirements contained
herein, as well as the city's review or acceptance of insurance maintained by Contractor, is not intended to and
shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this Contract.
Commercial General Liability: Contractor agrees to maintain Commercial General Liability at a limit of liability not
less than $1,000,000 Each Occurrence. Coverage shall not contain any endorsement(s) excluding nor limiting
Product/Completed Operations, Contractual Liability or Cross Liability.
Business Automobile Liability: Contractor agrees to maintain Business Automobile Liability at a limit of liability not
less than $500,000 Each Occurrence. Coverage shall include liability for Owned, Non-Owned & Hired
automobiles.
In the event Contractor does not own automobiles, Contractor agrees to maintain coverage for Hired & Non-
Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or
separate Business Auto Liability policy.
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Automated Agenda Workflow Solution - Project Contract
Worker's Compensation Insurance & Employers Liability: Worker's Compensation Insurance to apply for all
employees in compliance with the Worker's Compensation Insurance law of the State of Florida and all applicable
Federal laws. Such policy must include Employer's Liability insurance in the amount of $1,000000.00 for each
accident, $500,000.00 disease (policy limit), and $100,000.00 disease (each employee).
7. Patents and Royalties:
R&S, without exception, shall indemnify and save harmless the city and its employees from liability of any kind
including cost and expenses for or on account of any copyrighted, patented or unpatented invention, process or
article of manufacture or lot and any article used in the performance of the contract, including its use by the city.
If R&S uses any design, device or materials covered by letters, patent or copyright, it is mutually agreed, and
understood without exception that the proposal prices shall include all royalties or cost arising from the use of
each design, device or materials in any way involved in the work.
8. Contract Continuity/Transitional Period:
In the event the services are scheduled to end either by contract expiration or by termination by the city (at the
city's discretion), it shall be incumbent upon R&S to continue the service, if requested by the city, until new
services can be completely operational. At no time shall this transitional period extend more than ninety (90) days
beyond the expiration date of the existing contract. R&S will be reimbursed for this service at the rate in effect
when this transitional period clause is invoked by the city.
9. Contracts Overlappina Fiscal Years:
When a contract's terms extends beyond the fiscal year in which the contract commences, the city will issue a
new Purchase Order to cover its needs for the balance of the fiscal year and a new purchase order will be issued
to correspond with the remaining months of the contract that extends into the next fiscal year. Issuance of a new
Purchase Order shall be subject to the availability of budgeted funds.
10. Termination For Cause
If, through any cause, R&S shall fail to fulfill in a timely and proper manner its obligations under this Contract, or if
R&S shall violate any of the provisions of this Contract, the city may, upon a three (3) day written notice to R&S,
immediately terminate the right of R&S to proceed under this Contract or with such part or parts of the Contract as
to which there has been default, and may hold R&S liable for any damages caused to the city by reason of such
default and termination. In the event of such termination, any completed services performed by R&S under this
Contract shall, at the option of the city, become the city's property and R&S shall be entitled to receive equitable
compensation for any work completed to the satisfaction of the city, less any amounts which the city reasonably
deems necessary to withhold in order to correct any defects or deficiencies in the work performed by R&S. R&S,
however, shall not thereby be relieved of liability to the city for damages sustained by the city by reason of any
breach of the Contract by R&S, and the city may withhold any payments to R&S for the purpose of set off until
such time as the amount of damages can be determined.
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Automated Agenda Workflow Solution - Project Contract
R&S shall not be held liable for damages under this article solely for reasons of delay if the delay is due to causes
beyond its control and without its fault or negligence, but this shall not prevent the city from terminating this
Contract because of such delay. In no event shall the city pay for profit or overhead on work not performed.
11. Termination For Convenience
This Contract may be terminated by the city without cause upon thirty (30) day written notice to R&S. In the event
of such a termination without cause, R&S shall be compensated for all services, together with reimbursable
expenses incurred. In such event, R&S shall promptly submit to the city its invoice for final payment and
reimbursement under the terms of this Contract.
12. Indemnification
R&S shall indemnify and save harmless and defend the city, its agents, servants, and employees from and
against any and all claims, liability, losses, and/or cause of action which may arise from any negligent act or
omission of R&S, its agents, servants, or employees in the performance of services under this Contract.
R&S further agrees to indemnify, save harmless and defend the city, its agents, servants and employees from
and against any claim, demand or cause of action whatsoever kind or nature arising out of any conduct or
misconduct of R&S not included in the paragraph above and for which the city, its agents, servants or employees
are alleged to be liable.
13. Independent Contractor
R&S is an independent contractor under this Contract. Personal services provided by R&S shall be by employees
of R&S and subject to supervision by R&S, and are not officers, employees, or agents of the city. Personnel
policies, tax responsibilities, purchasing policies and other similar administrative procedures applicable to services
rendered under this Contract shall be those of R&S.
14. Authority to Practice
R&S hereby represents and warrants that it has and will continue to maintain all licenses and approvals required
to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of
such licenses and approvals shall be submitted to the city's representative upon request.
15. Severability
If any term or provision of this Contract or the application thereof to any person or circumstances shall, to any
extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such terms or
provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be
affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent
permitted by law.
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Automated Agenda Workflow Solution - Project Contract
16. Governin" Law/JurisdictionNenue
The Contract shall be construed in accordance with and governed by the law of the State of Florida. The parties
agree to Jurisdiction for any action arising out of or relating to this Contract in any Florida state or federal court.
Venue for any action arising out of or relating to this Contract shall lie in Palm Beach County, Florida.
17. Successors and Assi"ns
The city and Contractor bind themselves, their successors, assigns and legal representatives to the other party
hereto and to successors, assigns and legal representatives of such other party in respect to covenants,
agreements and obligations contained in this Contract. R&S shall not assign this Contract without written consent
of the city.
18. Conflict of Interest
R&S represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would
conflict in any manner with the performance or services required hereunder, as provided for in Section 112.311,
Florida Statutes. R&S further represents that no person having any interest shall be employed for said
performance.
R&S shall promptly notify the city's representative, in writing, by certified mail, of all potential conflicts of interest
for any prospective business association, interest, or other circumstances, which may influence or appear to
influence R&S' judgment or quality of services being provided hereunder. Such written notification shall identify
the prospective business association, interest or circumstance, the nature of work that R&S may undertake and
request an opinion of the city as to whether the association, interest or circumstance would, in the opinion of the
city, constitute a conflict of interest if entered into by R&S. The city agrees to notify R&S of its opinion by certified
mail within thirty (30) days of receipt of notification by R&S. If, in the opinion of the city, the prospective business
association, interest or circumstance would not constitute a conflict of interest by R&S, the city shall so state in
the notification and R&S shall, at its option, enter into said association, interest or circumstance and it shall be
deemed not in conflict of interest with respect to services provided to the city by R&S under the terms of this
Contract. Conversely, if, in the opinion of the city the prospective business association, interest, or circumstance
would constitute a conflict of interest by R&S, R&S, shall not enter into said association, interest, or circumstance.
19. Contin"ent Fees
R&S warrants that it has not employed or retained any company or person, other than a bona fide employee
working solely for' R&S to solicit or secure this Contract and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for R&S, any fee,
commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of
this Contract.
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20. Nondiscrimination
R&S warrants and represents that all of its employees are treated equally during employment without regard to
race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation.
21. Public Entitv Crimes
As provided in Sections 287.132 and 287.133, Florida Statutes, by entering into this Contract or performing any
work in furtherance hereof, R&S certifies that it, its affiliates, suppliers, subcontractors and Contractors who will
perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida
Department of Management Services within the 36 months immediately preceding the date hereof. This notice is
required by Section 287.133(3)(a), Florida Statutes.
22. Modifications of Work
The city reserves the right to make changes in Scope of Services, including alterations, reductions therein or
additions thereto. Upon receipt by R&S of the city's notification of a contemplated change, R&S shall, in writing:
(1) provide a detailed estimate for the increase or decrease in cost due to the contemplated change, (2) notify the
city of any estimated change in the complete date, and (3) advise the city if the contemplated change shall effect
R&S' ability to meet the completion dates or schedules of this Contract. The parties agree to negotiate in good
faith changes in the Scope of Services that may occur.
If the city so instructs in writing, R&S shall suspend work on that portion of the Scope of Services affected by a
contemplated change, pending the city's decision to proceed with the change.
If the city elects to make the change, the city shall initiate a Contract Amendment and R&S shall not commence
work on any such change until such written amendment is executed by the parties hereto with the same formality
as the original.
23. Notice
All written notices required in this Contract shall be sent by certified mail, return receipt requested, and if sent to
the city, shall be mailed to:
City of Boynton Beach
ATTN: Janet Prainito
TITLE: City Clerk
100 E. Boynton Beach Blvd.
P.O. Box 310
Boynton Beach, FI 33425-0310
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Automated Agenda Workflow Solution - Project Contract
and if sent to R&S Integrated, shall be mailed to:
R&S Integrated Products and Services, Inc.
Attn: Deanna Porter Deanna@rsoasis.com
Address: 3816 Industry Blvd.
Lakeland, Florida 33811
Shipping Address:
P. O. Box 3585
Lakeland, FL 33802
24. Entiretv of Contract
The city and R&S agree that this Contract sets forth the entire Contract between the parties, and that there are no
promises or understandings other than those stated herein. None of the provisions, terms and conditions
contained in this Contract may be added to, modified, superseded or otherwise altered, except by written
instrument executed by the parties hereto with the same formality as the original.
Signed, sealed and witnessed CITY OF BOYNTON BEACH, FLORIDA
in the presence of: ~ ~
' ' t~-u. tr- :l~~
11>>;: Cf I'J"", City Mana r
Signed. sea, led and witne,.ssed ~ Integrated
D~:en~ . f--{)~~
~ ~, I I, ' , , President or Vice President
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'___ ' IJ!3Jt/_Y-- C/JJJ./'/
Attest as to CONTRACTOR
State of Florida )
) ss:
County of Palm Beach )
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Automated Agenda Workflow Solution - Project Contract
On this ~ day Of~~nl.LCl.r-.,t ,200' , personally appeared before me, duly authorized to administer
oaths, -+ e. Por-\ known to be the persons described herein or
who has produced r, -ec. L:, CoR- Yl as identification and who executed the foregoing
instrument and has acknowledged before me that they have executed same. Q ~
~ m -.Sll:'-- -
Notary P IC
My Commission Expires:
Q) ANI! COLON
Notary Public, State of Florida
My comm. ~Im Sept. 1. 2012
Comm. o. DO 819102
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The Cibj ol BoljDtOD Beach
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City Clerk's Office
100 E BOYNTON BEACH BLVD
BOYNTON BEACH FL 33435
(561) 742-6060
FAX: (561) 742-6090
e-mail: prainitoj@cLboynton-beach.f1.us
www.boynton-beach.org
MEMORANDUM
TO: Carol Doppler
Purchasing Agent
FROM: Janet M. Prainito
City Clerk
DATE: December 23, 2008
SUBJECT: R08-143 - Automated Agenda Workflow Solution Project
Contract Between the City of Boynton Beach and R&S Integrated
Products and Services, Inc.
Attached for your handling is the partially executed agreement mentioned above and a
copy of the Resolution. Once the document has been fully executed, please return the
original document to the City Clerk's Office for Central File.
Thank you.
~yY).
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Attachments (2)
C: Central File
S:\CC\WP\AFTER COMMISSION\Departmental Transmittals\2008\Carol Doppler R08-130.doc
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