R12-013 1
2 RESOLUTION NO. R12 -013
3
4 A RESOLUTION OF THE CITY OF BOYNTON
5 BEACH, FLORIDA, APPROVING THE AWARD OF
6 RFP #064 - 1510 -11 /JMA FOR THE REPAIR AND
7 MAINTENANCE OF THE TELEPHONE AND
8 VOICEMAIL SYSTEMS WITH NEC CORPORATION
9 OF AMERICA; AND AUTHORIZING THE INTERIM
10 CITY MANAGER TO EXECUTE A THREE (3) YEAR
11 MAINTENANCE AGREEMENT IN THE ANNUAL
12 AMOUNT OF $36,465.60; AND PROVIDING AN
13 EFFECTIVE DATE.
14
15 WHEREAS, on September 8, 2011, Procurement Services received and opened
16 four (4) proposals to the RFP #064 - 1510 -11 /JMA for "The Repair and Maintenance of the
17 Telephone and Voicemail Systems "; and
18 WHEREAS, staff reviewed the proposals and it was determined that NEC
19 Corporation of America was the most responsive to the RFP; and
20 WHEREAS, upon recommendation of staff, the City Commission of the City of
21 Boynton Beach does hereby approve the award of RFP #064 - 1510 -11 /JMA to NEC
22 Corporation of America for the Repair and Maintenance of the Telephone and Voicemail
23 Systems.
24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
25 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
26 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
27 being true and correct and are hereby made a specific part of this Resolution upon adoption
28 hereof.
29 Section 2. The City Commission of the City of Boynton Beach, Florida,
30 hereby approves the award of RFP #064 - 1510 -11 /JMA to NEC Corporation of America
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1 for the Repair and Maintenance of the Telephone and Voicemail Systems in the annual
2 amount of $36,465.60.
3 Section 3. That the Interim City Manager is hereby authorized and directed to
4 execute a three (3) year Maintenance Agreement between the City of Boynton Beach and
5 NEC Corporation of America, a copy of which is attached hereto.
6 Section 4. That this Resolution shall become effective immediately.
7 PASSED AND ADOPTED this 17 day of January, 2012.
8 CITY OF BOYNTON BEACH
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10
11 Mayor • se Rodriguez
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14 Vice Ma or — William Orlove
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17 Com •• ' sio ; — Woodro /- y
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19 //
20 Commission- — - ven Holzman
22
23 Commissioner — Marlene Ross
24
25 ATTEST:
26
27
28 Ja t M. Prainito, MMC
29 rty Clerk
30
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VENDOR AGREEMENT
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City ", and NEC CORPORATION OF AMERICA hereinafter referred to as "the Vendor",
in consideration of the mutual benefits, terms, and conditions hereinafter specified.
1. PROJECT DESIGNATION. The Vendor is retained by the City to perform Maintenance
and Repair services in connection with the PBX Telephone System and Voicemail System.
2. SCOPE OF SERVICES. Vendor agrees to perform the services, identified on Exhibit "A"
attached hereto and incorporated herein by reference, including the provision of all labor,
materials, equipment and supplies. No modifications will be made to the original scope of
work without the written approval of the City Manager or his designee.
3. TIME FOR PERFORMANCE. Work under this agreement shall commence upon the giving
of written notice by the City to the Vendor to proceed. Vendor shall perform all services and
provide all work product required pursuant to this agreement unless an extension of such
time is granted in writing by the City as identified in Exhibit "A ".
4. TERM: This Agreement shall be for a period of three (3) years commencing on the date the
Agreement is executed by the City. This Agreement may be renewed at the same terms,
conditions, and prices, for three one -year periods subject to vendor acceptance, satisfactory
performance, and determination that renewal will be in the best interest of the City.
5. PAYMENT. The Vendor shall be paid by the Provider /City for completed work and for
services rendered under this agreement as follows:
a. The total contract price, as referred to herein, shall be the total amount of payment to
Vendor for services provided under this agreement for the entire term of the Agreement
b. Payment for the work provided by Vendor shall be made promptly on all invoices
submitted to the City properly, provided that the total amount of payment to Vendor shall not
exceed the total contract price without express written modification of the Agreement signed
by the City Manager or his designee.
c. The Vendor may submit invoices to the City once per month during the progress of the
contract term. Such invoices will be reviewed by the City, and upon approval thereof,
payment will be made to the Vendor in the amount approved.
d. Final payment of any balance due the Vendor of the total contract price earned will be
made promptly upon its ascertainment and verification by the City after the completion of the
work under this Agreement and its acceptance by the City.
e. Payment as provided in this section by the City shall be full compensation for work
performed, services rendered and for all materials, supplies, equipment and incidentals
necessary to complete the work.
f. The Vendor's records and accounts pertaining to this agreement are to be kept available
for inspection by representatives of the City and State for a period of three (3) years after
the termination of the Agreement. Copies shall be made available upon request.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and
other materials produced by the Vendor in connection with the services rendered under this
Agreement shall be the property of the City whether the project for which they are made is
executed or not. The Vendor shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
Vendor's endeavors.
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7. COMPLIANCE WITH LAWS Vendor shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state and local laws, ordinances
and regulations that are applicable to the services to be rendered under this agreement
8 INDEMNIFICATION Vendor shall indemnify, defend and hold harmless the City, its offices,
agents and employees, from and against any and all claims, losses or liability, or any portion
thereof, including attorneys fees and costs, arising from injury or death to persons, including
injuries, sickness, disease or death to Vendor's own employees, or damage to property
occasioned by a negligent act, omission or failure of the Vendor.
9. INSURANCE The Vendor shall secure and maintain in force throughout the duration of this
contract comprehensive general liability insurance with a minimum coverage of $1,000,000
per occurrence and $1,000,000 aggregate for personal injury, and $1,000,000 per
occurrence /aggregate for property damage, and professional liability insurance in the
amount of $1,000,000 per occurrence to 2 million aggregate with defense costs in addition
to limits
Said general liability policy shall name the City of Boynton Beach as an "additional named
insured" and shall include a provision prohibiting cancellation of said policy except upon
thirty (30) days prior written notice to the City Certificates of coverage as required by this
section shall be delivered to the City within fifteen (15) days of execution of this agreement.
10 INDEPENDENT CONTRACTOR. The Vendor and the City agree that the Vendor is an
independent contractor with respect to the services provided pursuant to this agreement
Nothing in this agreement shall be considered to create the relationship of employer and
employee between the parties hereto. Neither Vendor nor any employee of Vendor shall be
entitled to any benefits accorded City employees by virtue of the services provided under
this agreement The City shall not be responsible for withholding or otherwise deducting
federal income tax or social security or for contributing to the state industrial insurance
program, otherwise assuming the duties of an employer with respect to Vendor, or any
employee of Vendor
11 COVENANT AGAINST CONTINGENT FEES The Vendor warrants that he has not
employed or retained any company or person, other than a bonafide employee working
solely for the Vendor, to solicit or secure this contract, and that he has not paid or agreed to
pay any company or person, other than a bonafide employee working solely for the Vendor,
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent
upon or resulting from the award or making of this contract
For breach or violation of this warranty, the City shall have the right to annul this contract
without liability or, in its discretion to deduct from the contract price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift,
or contingent fee
12 DISCRIMINATION PROHIBITED The Vendor, with regard to the work performed by it
under this agreement, will not discriminate on the grounds of race, color, national origin,
religion, creed, age, sex or the presence of any physical or sensory handicap in the
selection and retention of employees or procurement of materials or supplies
13 ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City
14. NON - WAIVER Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
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15 TERMINATION
a. The City reserves the right to terminate this Agreement at any time by giving ten
(10) days written notice to the Vendor.
b In the event of the death of a member, partner or officer of the Vendor, or any of its
supervisory personnel assigned to the project, the surviving members of the Vendor
hereby agree to complete the work under the terms of this Agreement, if requested to do
so by the City. This section shall not be a bar to renegotiations of this Agreement
between surviving members of the Vendor and the City, if the City so chooses
16 DISPUTES. Any disputes that arise between the parties with respect to the performance of
this Agreement, which cannot be resolved through negotiations, shall be submitted to a
court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be
construed under Florida Law
17 NOTICES Notices to the City of Boynton Beach shall be sent to the following address
City of Boynton Beach
P.O Box 310
Boynton Beach, FL 33425 -0310
Notices to Vendor shall be sent to the following address
18. INTEGRATED AGREEMENT This agreement, together with attachments or addenda,
represents the entire and integrated agreement between the City and the Vendor and
supersedes all prior negotiations, representations, or agreements written or oral This
agreement may be amended only by written instrument signed by both City and Vendor
Hi
DATED this 43 day of k , 20/A .
CITY OF BOYNTON BEACH `
.-
Ci anager Vendor N. e
,: et w °R. Trey Klonower
( Manager, Business Operations
Attest/Authenticated: i
'��, � . _, Title
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`. _ _ _, (Corporate Seal)
lerk
Approved as to For Attest/Authenticated:
i tit- r_` _, P
Office of the City Attorney -cretary
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