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HomeMy WebLinkAboutCity of Tamarac Resolution R-2014-009Temp. Reso. 12439 December 27, 2013 Page 1 of 4 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2014- 09 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA APPROVING THE PURCHASE OF MICROFILMING AND DOCUMENT DIGITIZING SERVICES FROM THE DRS GROUP AND AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT UTILIZING A ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY CONTRACT NO. 000978 FOR A TOTAL NOT TO EXCEED $80,000 ANNUALLY FOR AN INITIAL PERIOD OF 36 MONTHS EFFECTIVE WITH THE APPROVAL OF THIS AGREEMENT WITH TWO (2) ADDITIONAL ONE (1) YEAR RENEWAL OPTIONS; APPROVING FUNDING FROM THE APPROPRIATE ACCOUNT; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABIUTY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Tamarac is legally required to retain public records for archival and historical purposes; and WHEREAS, to efficiently reduce the physical storage space needed for these public records, microfilming and document digitizing services for various departmental records is needed; and WHEREAS, the Orlando -Orange County Expressway Authority has competitively bid and awarded a contract #000978 to the DRS Group of Florida, Inc. with a term running for an initial period of 36 months with two (2) additional one (1) year renewal options, a copy of said award of agreement is attached hereto as Exhibit "A" to Exhibit "1 "; and Temp. Reso. 12439 December 27, 2013 Page 2of4 WHEREAS, City Code Sec. 6-148 (f) allows the Purchasing/Contracts Manager the authority to procure supplies, materials and equipment, which are the subject of contracts with the United States government, or other governmental agencies, and when the best interest of the City would be served; and WHEREAS, it is the recommendation of the City Clerk and the Purchasing/Contracts Manager that the purchase of microfilming and document digitizing services be awarded to The DRS Group of Florida, Inc. for an amount not to exceed $80,000 annually for a period to coincide with the Orlando -Orange County Expressway Authority, in accordance with Orlando -Orange County Expressway Authority contract #000978, and that the appropriate City Officials be authorized to execute an Agreement with The DRS Group of Florida, Inc., a copy of said Agreement is attached hereto as Exhibit "1 "; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the citizens and residents of the City of Tamarac to purchase microfilming and document digitizing services from The DRS Group of Florida, Inc. and execute an Agreement for such services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: Temp. Reso. 12439 December 27, 2013 Page 3 of 4 Section 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. All Exhibits attached hereto are incorporated herein and made a specific part hereof. Section 2: The appropriate City Officials are hereby authorized to purchase microfilming and document digitizing services from The DRS Group of Florida, Inc., attached hereto as Exhibit "1" for a period to coincide with the Orlando -Orange County Expressway Authority Contract #000978, including all applicable renewal options. Section 3: Funding is available for the purchase of microfilming and document imaging services from the appropriate account at a total cost not to exceed $80,000 annually. Section 4: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 5: If any clause, section, other part or application of this Resolution is held by any court of competent Jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Temp. Reso. 12439 December 27, 2013 Page 4of4 Section 6: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this � � dyay of ATTEST: r2 PATRICIA A. TEUFEL, CITY CLERK I HEREBY CERTIFY that I Have approved this RESOLUTION as to form: SA C17 JEL 3. UUF&tN, ATTORNEY Jig .✓ N , 2014. ARRY DRESSLER, MAYOR VOTE: Commissioner Bushnell: Vice Mayor Gomez: Commissioner Glasser: Mayor Dressler: K, City of Tamarac EXHIBIT 1 Purrhasirig andContracts Division ................................................................................................................................................ AGREEMENT BETWEEN THE CITY OF TAMARAC AND THE DRS GROUP OF FLORIDA, INC. THIS AGREEMENT is entered into on Q 3-2-o' , 20 between the City of Tamarac, a municipal corporation with pffncipal office located at 7525 NW 88th Avenue, Tamarac, Florida 33321 (City) and The DRS Group of Florida, Incorporated a Florida Corporation with principal offices located at 11281 Interchange Circle South, Miramar, Florida 33025 (Contractor) for the purpose of providing Records Conversion Services to the City of Tamarac. The parties hereby agree to the following terms and conditions. 1. In return for valuable consideration in accordance with the unit price schedule included in the Agreement document, Contractor shall comply with the terms and conditions within the Orlando — Orange County Expressway Authority Contract # 000978, effective October 3, 2013 for Records Conversion Services per the Notice to Proceed document issued by the Orlando — Orange County Expressway Authority dated September 30, 2013. Orlando — Orange County Expressway Authority Contract # 000978 and the subsequent Notice to Proceed are collective attached hereto as Exhibit A. All terms and conditions of the contract documents set forth in Exhibit A are incorporated hereim as if set forth in full, except as modified by the proposal specific to the City of Tamarac as set forth in Exhibit B attached hereto and incorporated herein as if set forth in full. 2. Upon execution of this Agreement, all references made to the Orlando — Orange County Expressway Authority Contract # 000978, effective October 3, 2013 for Records Conversion Services in Exhibit A and Exhibit B shall be interpreted as pertaining to the City of Tamarac, and all terms and conditions of Exhibit A and Exhibit B shall be deemed as having been implemented for use within the City of Tamarac. It is understood that wherever the words "agency name" or "agency board name" appear, they shall be read as "City of Tamarac" and "City of Tamarac Commissioners". 3. Term: The term of this Agreement shall be concurrent with the term set forth in Exhibit A, through October 3, 2016, which shall be the initial three (3) year period effective on the date of approval of this Agreement. The City reserves the right to renew this Agreement in one (1) year increments for up to an additional two (2) years, in the event that the Agreement is renewed by the Orlando — Orange County Expressway Authority. 4. This agreement Exhibit A and Exhibit B constitute the entire agreement between the City and the Contractor. In the event of a conflict between these documents, this Agreement shall prevail, followed in precedence by Exhibit B and Exhibit A in that order. 5. Contract Pricing: The Contract Pricing for the above work shall be in accordance with the unit pricing contained within Exhibit A as may be amended by Exhibit B. The contract shall be for the actual amount as ordered by the City. All payments shall be governed by the Local Government Prompt Payment Act, F.S., Part VII, Chapter 218. (Page qbt/// "/ 1 City of Tamarac %'chasit7g and Contracts Division 6. Insurance: In addition to the insurance requirements stated in the Orlando -- Orange County Expressway Authority Contract # 000978 Agreement, Contractor shall obtain at Contractor's expense all necessary insurance in such form and amount as specified in the original bid document or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, and all other insurance as required by the City. Contractor shall maintain such insurance in full force and effect during the life of this Agreement. Contractor shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Contractor will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. The following minimal insurance coverage shall be provided: a. Worker's Compensation Insurance: The Contractor shall procure and maintain for the life of this Agreement, Workers' Compensation. Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub -Contractor that does not have their own Workers' Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Tamarac, executed by the insurance company. Sixty-(60) days notice of cancellation is required and must be provided to the City of Tamarac via Certified Mail. b. Comprehensive General Liability: The Contractor shall procure and maintain, for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent Contractors' Products and Completed Operations and Contractual Liability. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. c. Business Automobile Liability: The Contractor shall procure and maintain, for the life of the Agreement, Business Automobile Liability Insurance. d. The Minimum Limits of Coverage shall be $1,000,000 per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. e. Professional Liability Insurance: None Required for this Project '�///!�/` ly f. The City must be named as an additional insured for General Liability coverage unless Owners and Contractors' Protective Coverage is also provided, or required. Sixty (60) days written notice must be provided to the City via Certified Mail in the event of cancellation. g. The minimum limits of coverage shall be $1,000,000 per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This coverage shall be an "Any Auto" type policy. The City must be listed as an Additional Insured under the Policy. Sixty (60) days written notice must be provided to the City via Certified Mail in the event of cancellation. K' City of Tamarac � urcha8ing and Contracts Division h. In the event that sub -contractors used by the Contractor do not have insurance, or do not meet the insurance limits, Contractor shall indemnify and hold harmless the City for any claim in excess of the sub -Contractors' insurance coverage, arising out of negligent acts, errors or omissions of the sub -contractors. i. Contractor shall not commence work under this Agreement until all insurance required as stated herein has been obtained and such insurance has been approved by the City. j. Contractor shall indemnify and hold the City harmless for any damages resulting from failure of the Contractor to take out and maintain such insurance. Contractor's Liability Insurance policies shall be endorsed to add the City as an additional insured. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. 7. Indemnification: a. The Contractor shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resulting from, arising out of or occurring in connection with the operations of the Contractor or its officers, employees, agents, subcontractors, or independent Contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. b. Upon completion of all services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. c. The Contractor shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. d. The City and Contractor recognize that various provisions of this Agreement, including but not limited to this Section, provide for indemnification by the Contractor and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Contractor. Furthermore, the City and Contractor understand and agree that the covenants and representations relating to this indemnification provision shall serve the 3 City o Tamarac Purchasing and Contracts Division term of this Agreement and continue in full force and effect as to the City's and the Contractor's responsibility to indemnify. e. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Contractor under the indemnification agreement. f. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8. Non -Discrimination & Equal Opportunity Employment: During the performance of the Contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. The Contractor will take affirmative action to ensure that employees are treated during employment, without regard to their race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor shall agree to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Contractor further agrees that he/she will ensure that Sub -Contractors, if any, will be made aware of and will comply with this nondiscrimination clause. 9. Independent Contractor: This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Contractor, which policies of Contractor shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Contractor and the City and the City will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. City of Tamarac_... _..___..._ .......... _ Purchasing and Contracts Divisiot7 10. Assignment and Subcontracting: Contractor shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11. Termination: a. Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the City to the Contractor for such termination in which event the Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify the city against loss pertaining to this termination. b. Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Contractor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Contractor of written notice of such neglect or failure. 12. Public Records a. The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 2. Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 3. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 4 Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. b. The failure of Contractor to comply with the provisions set forth in this Article shall constitute a Default and Breach of this Agreement and the City shall enforce 5 City of " rat roc The City ForPurchasing and Contracts DivisiO17 the Default in accordance with the provisions set forth in Section 11 "Termination" herein. 13. Agreement Subject to Funding This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 14. Venue: This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 15. Signatory Authority: The Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 16. Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 17. No Construction Against Drafting Party: Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 18. Notice: Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person; sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services or by messenger service, addressed to the party for whom it is intended at the following addresses. CITY City Manager City of Tamarac 7525 NW 88th Avenue Tamarac, FL 33321 0 City of Tamarac Purchasing and Contracts Division With a copy to City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONTRACTOR The DRS Group of Florida, Inc. 11281 Interchange Circle South Miramar, Florida 33025 ATTN: John Civale, Senior Vice President REMAINDER OF PAGE INTENTIONALLY BLANK s City of Tamarac Purchasing and Contracts Division IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONTRACTOR, signing by and through its Senior Vice President duly authorized to execute same. ATT T� Patricia A. Teufel, CM City Clerk //017T A�i Date ,� .......,, �. .js"So . 63 : �- • ®• . SEAL ,: O �I'T A•'•••....•• 4, ATTEST: Signature of Corporate Secretary Type/Print Name of Corporate Secy. OF TAMARAC HARRY DRESSLER, MAYOR r v I ' D4 . I L"O. Date Approved as to form and legal sufficiency: City,AttomeV" Date The DRS Group of Florida, Inc. Company Name Signature John Civale President (CORPORATE SEAL) Date K for Vice President for Vice President City of Tamarac Purchasing and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA :SS COUNTY OF 4W�A4 I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared John Civale, Senior Vice President of The DRS Group of Florida, Inc. a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this/_day of , 20_. TINA M. WHEATLEY (9 MY COMMISSION # EE5619 EXPIRES: August 06, 2014 14 00-3-NOTARY Fl• Notary Discount Assoc. Co. 9 J uJ Signature of Notary Public State of Florida at Large Print, Type or S p Name of Notary Public M Personally known to me or fij Produced Identification Type of I.D. Produced DID take an oath, or DID NOT take an oath. e ACOORar CERTIFICATE OF LIABILITY INSURANCE DATE (MMJOOJYYYY) 12/4/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LRA Insurance 498 S Lake Destiny RdE-MAIL Orlando FL 32810 CONTACT Elizabeth Rivera PHONE (407) 838-3445 FAX No): (407) 838-3460 , erivera@lrainsuranc e . com ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A :S tar Insurance Com an INSURED The DRS Group of Florida Inc 11281 Interchange Circle South Miramar FL 33025 INSURER B INSURER C : INSURER D : INSURER E : INSURER F: Iy a'411112 [MUr B M , I I I ky� I:] O'a @Cw w" I DCVICIAM All IIUQCO. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE DL INSE U 0 R WVD POLICY NUMBER POLICY EFF MWDDJYYYY POLICY EXP MMJDD/YYYY LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE F—IOCCUR GEN'L AGGREGATE LIMIT APPLIES PER: PRO- LOC POLICYF-� JECT EACH OCCURRENCE $ DAMAGE R NT PREMISES (Ea o ccurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DIED RETENTION $ $ ,A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y J N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA KC 0707529 10/11/2013 10/11/2014 X WC STATU- TORY LIMITS JOTH- ER E.L. EACH ACCIDENT $ 11000,000 E.L. DISEASE - EA EMPLOYE $ 11000400 o00 E.L. DISEASE - POLICY LIMIT $ 110000000 DESCRIPTION OF OPERATIONS / LOCATIONS J VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) RE:,Contract # 000978 Records Conversion Serices LtK I It'IL:A I t MUL.UEK r'_ONr'FI I ATInNI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Tamarac ACCORDANCE WITH THE POLICY PROVISIONS. 7525 NW 88 Avenue Tamarac, FL 33321 AUTHORIZED REPRESENTATIVE Debra Lampe/REBECC��-'-, Av.►VKU AO jAul WUD) N S025 igm nnrii ni O 1988-2010 ACORD CORPORATION. All rights reserved. They Arnpn names and Innn area ranietarari marlra of Ar.npn .4►C40R6r CERTIFICATE OF LIA BILITY INSURANCE DATE (MMIDDIYYYY) 12/05/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MacLeish Insurance Agency 634 Virginia Drive Orlando, FL 32803 CONTNAME: Lee Clark PHONE {407)647-8000 FAX 228-2897 Alc No . (407 ) E-MAIL ADDRESS: bobm@macleishinsurance.com License #: A161813 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Proaressi INSURED INSURER B : DRS Group of Florida, Inc. INSURER C : P. 0. BOX 9552947 INSURER D : Lake Mary, FL 32796 INSURER E : INSURER F : (+VVtKAGE5 CERTIFICATE NIIMRI~R• nnnn&3,3,2a..n oc111101^kI wii u►amon. 14.E - --- -- .-.■. ■V �.w.r.-.\. r . THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MWDDIYYYY LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY JECTPRO LOC EACH OCCURRENCE $ DAMAGE TO RENTED PREMI a occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS !� AUTOS X HIRED AUTOS �( NON -OWNED AUTOS Y 03631859-7 07/24/2013 07/24/2014 Eaac den SINGLE LIMIT 000 000 BODILY INJURY (Per person) $ BODILY INJURY Per accident) � $ PROPERTY DAMAGE Per accident)$ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WC STATU- TORY LIMITS I OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) As per the forms and conditions of the policy The City of Tamarac is named as an additional insured. LOCK I IrRi.:A It: MULULK [.ANCiFI I ATWIM City of Tamarac 7525 NW 88 Ave. Tamarac, FL 33321 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE LMC O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/06) The ACORD name and logo are registered marks of ACORD Printed by LMC on December 05, 2013 at 09:25AM DRSGROU-01 MATERAT ..."RL�� 4C' L__ CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 1 2i4i2o13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Insurance Office of America -LNG 1855 West State Road 434 Longwood, FL 32750 CONTACT NAME: PHONEEst : (407) 788-3000 (A c No : (407 788-7933 ) E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Phoenix Insurance Company 25623 INSURED INSURER B : Travelers Indemnity Company 25658 INSURER C : The DRS Group of Florida, Inc. INSURER D : 11281 Interchange Circle South Miramar, FL 33025 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER! RFVI-glnN NIIMRFR• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR INSR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx_]OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICYF1 PRO POLICY LOC 6807389H752 11/6/2013 11/6/2014 EACH OCCURRENCE $ 110009000 DAMAGE TO RENTED- PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 59000 PERSONAL & ADV INJURY $ 11000,000 GENERAL AGGREGATE $ 2,0001000 PRODUCTS - COMP/OP AGG $ 2,0009000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident ) $ PROPERTY DAMAGE PER ACCIDENT $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE ISFCUP2483Y996 11/6/2013 11/6/2014 EACH OCCURRENCE $ 19000,000 AGGREGATE $ 100009000 DIED X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F__] (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A WC STATU- T RY LIMITS OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Tamarac. is additional insured as respects to general liability as required under written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Tamarac. 7525 NW 88 Ave. Tamarac FL 33321 n 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD 4 EXHIBIT A TO EXHIBIT 1 EXPRESSWAY AUTHORITY September 26, 2013 Mr. John Ciwale The DRS Group of Florida, Inc. 11281 Interchange Circle South Miramar, Florida 33025 Re: Records Conversion Services Contract No. 000978 Dear Mr. Civale; ORLANDO - ORANGE COUNTY 4974 ORL TOWBR RD., ORLAM)O, FLORIDA 32807 TELEPHONE (407) 690-5040 FAX (407) 690-5011 • WWW.00CEA COM Attached for your file is one (1) fully executed copy of the referenced contract. If you have any questions you can contact me at 407-690-5 3 71. Sincerely, ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY Claude Miller Director of Procurement Attachment WALTER A. KETCEIAM, JR. R. SCOW BATTERSOK P.E. TERESA JACOBS MARCO PERA NORANNE B. DOWNS, P.E. MAX D. CRUMM P.E. Chairman Vice Chairman Secretarylrieasumr Board Member Ex O,,icio Board Member Executive Director Ex Officio Board Member Florida Depan rent of Orange County Transportation r CONTRACT ORL NDO ORAN%ffE COUNTY EXPRESSWAY AUTHORITY AND THE DRS GROUP OF FLORIDA, INC. RECORDS CONVERSION SERVICES CONTRACT NO. 000978 CONTRACT DATE: AUGUST 28,2013 CONTRACT AMOUNT: $211,425.00 EXPRESSWAY AUTHORITY ORILANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY CONTRACT, SCOPE OF SERVICES, ADDENDUM, PROPOSAL AND FORMS 0 1 fJ I 11 CONTRACT, SCOPE OF SERVICES, ADDENDUM, PROPOSAL AND FORMS FOR RECORDS CONVERSION SERVICES CONTRACT NO.000978 September 2013 ORLANDO-GRANGE COUNTY EXPRESSWAY AUTHORITY Members of the Board Waiter A. Ketcham, Jr., Chairman R. Scott Batterson, P.E., Vice Chairman Teresa Jacobs, Secretary/Treasurer Nocanoe B. Downs, P.E., Ex-Offtcio Member Marco Pefia, Board Member Executive Director Max Crumit, P.E. TABLE OF CONTENTS Section TitleP C CONTRACT C-1 to C-13 SS SCOPE OF SERVICES SS-1 to SS-7 Addendum No. 1 B METHOD OF COMPENSATION B-1 to B-2 P PROPOSAL P-1 to P-10 TC - 1 11 �J CONTRACT This Contract (the "Contract" as defined herein below), is made this 28 h day of August, 2013, between the ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY, a body politic and agency of the State of Florida, hereinafter called the AUTHORITY and THE DRS GROUP OF FLORIDA, INC,, 11281 Interchange Circle South, Miramar, Florida 33025, hereinafter the CONTRACTOR: wITNESSETH WHEREAS, the AUTHORITY was created by statute and is charged with acquiring, constructing, operating and maintaining a system of limited access roadways known as the Orlando -Orange County Expressway System; and, WHEREAS, the AUTHORITY has been granted the power under Section 348.754(2)(m) of Florida Statutes, "to do all acts and things necessary or convenient for the conduct of its business and the general welfare of the authority, in order to cant' out the powers granted to it (by state law) " and, WHEREAS, the AUTHORITY has determined that it is necessary and convenient in the conduct of its business to retain the services of a CONTRACTOR to provide records conversion services and related tasks as may be assigned to the CONTRACTOR by the AUTHORITY and identified as Contract No. 000978; and, WHEREAS, on or about June 29, 2013, the AUTHORITY issued an Invitation to Bid seeking bids from qualified contractors to perform such tasks: and, WHEREAS, CONTRACTOR responded to the Invitation to Bid and responsible bidder; was the successful one of three qualified firms that was ultimately selected as the low responsive and Now THEREFORE, in consideration of the mutual covenants and benefits set forth herein and other good and valuable consideration, the receipt and sufficiency of which being hereby acknowledged by each party to the other, the parties hereto agree as follows: 1. SERVICES TO BE PROVIDED The CONTRACTOR shall, for the consideration herein stated and at its cost and expense, do all the work: and finish all the materials, equipment, supplies and labor necessary to perform this Contract in the manner and to the full extent as set forth in the Contract Documents all of which are hereby adopted and made part of this Contract as completely as if incorporated herein. The Contract shall be performed and services provided to the satisfaction of the duly authorized representatives of the AUTHORITY, who shall have at all times full opportunity to evaluate the services provided under this Contract. C-1 C � The services to be provided under this Contract include providing records conversion services as detailed in the Contract Documents and any amendments, supplements, or modifications thereto. The AUTHORITY does not guarantee that all of the services described in the Scope of Services will be assigned during the term of the Contract. Further, the CONTRACTOR is providing these services on a non-exclusive basis. The AUTHORITY, at its option, may elect to have any of the services set forth herein performed by other contractors or AUTHORITY staff. The Contract Documents, in order of precedence, consist of. 1.1 The Contract, including insurance policies, 1.2 The Scope of Services, 1.3 The Addendum, 1.4 The Method of Compensation, 1.5 The Proposal submitted by CONTRACTOR, (collectively, the "Contract"). 2. TERM AND NOTICE The initial term of the Contract will be three (3) years from the date indicated in the Notice to Proceed from the AUTHORITY. There shall be two renewal options of one (1) year each. The options to renew are at the sole discretion and election of the AUTHORITY. Renewals will be based, in part, on a determination by the AUTHORITY that the value and level of service provided by the CONTRACTOR are satisfactory and adequate for the. AUTHORITY's needs. If a renewal option is exercised, the AUTHORITY will provide the CONTRACTOR with written notice of its intent at least 150 days prior to the expiration of the initial three-year Contract Term and any subsequent renewals. The AUTHORITY shall have the right to terminate or suspend the Contract, in whole or in part, at any time with 10 days notice for convenience or 15 days with cure notice for cause for CONTRACTOR's material failure to perform the provisions of the Contract. Under no circumstances shall a properly noticed termination by the AUTHORITY (with or without cause) constitute a default by the AUTHORITY. In the event of a termination for convenience or without cause, AUTHORITY shall notify CONTRACTOR (in writing) of such action with instructions as to the effective date of termination or suspension, in accordance with the time fi-ames set forth hereinabove. CONTRACTOR will be paid for all work performed prior to termination and any reasonable, documented, direct, normal, and ordinary termination expenses. CONTRACTOR will not be paid for special, indirect, consequential, or undocumented termination expenses. Payment for work performed will be based on Contract prices, which prices are deemed to include profit and overhead. No profit or overhead will be allowed for work not performed, regardless of whether the termination is for cause. If CONTRACTOR: (i) fails to perform the Contract terms and conditions; (ii) fails to begin the work under the Contract within the time specified in the "Notice to Proceed"; (iii) fails to perform the work with sufficient personnel or with sufficient materials to assure the prompt C-2 performance of the work items covered by the Contract; (iv) fails to comply with the Contract, or (v) performs unsuitably or unsatisfactorily in the opinion of AUTHORITY reasonably exercised, or for any other cause whatsoever, fails to carry on the work in an acceptable manner, the AUTHORITY will give notice in writing to the CONTRACTOR of such delay, neglect or default. If the Contract is declared in default, the AUTHORITY may take over the work covered by the Contract. If CONTRACTOR (within the curative period, if any, described in the notice of default) does not correct the default, AUTHORITY will have the right to remove the work from CONTRACTOR and to declare the Contract in default and terminated. Upon declaration of default and termination of the Contract, AUTHORITY will have the right to appropriate or use any or all materials as the AUTHORITY determines, and may retain others for the completion of the work under the Contract, or may use other methods which in the opinion of AUTHORITY are required for Contract completion. All costs and charges incurred by AUTHORITY because of, or related to, the CONTRACTOR's default (including the costs of completing Contract performance) shall be charged against the CONTRACTOR. If the expense of Contract completion exceeds the sum which would have been payable under the Contract, the CONTRACTOR shall pay the AUTHORITY the amount of the excess. If, after the default notice curative period has expired, but prior to any action by AUTHORITY to complete the work under the Contract, CONTRACTOR demonstrates an intent and ability to cure the default in accordance with AUTHORITY's requirements, AUTHORITY may, but is not obligated to, permit CONTRACTOR to resume work under the Contract. In such circumstances, any costs of AUTHORITY incurred by the delay (or from any reason attributable to the delay) will be deducted from any monies due or which may become due CONTRACTOR under the Contract. Any such costs incurred by AUTHORITY which exceed the remaining amount due on the Contract shall be reimbursed to AUTHORITY by CONTRACTOR. The financial obligations of this paragraph, as well as any other provision of the Contract which by its nature and context survives the expiration of earlier termination of the Contract, shall survive the expiration or earlier termination of the Contract. AUTHORITY shall have no liability to CONTRACTOR for expenses or profits related to unfinished work on a Contract terminated for default. AUTHORITY reserves the right to terminate or cancel this Contract in the event the CONTRACTOR shall be placed in either voluntary or involuntary bankruptcy or an assignment. is made for the benefit of creditors. Such termination shall be deemed a termination for default. 3. CONTRACT AMOUNT AND COMPENSATION FOR SERVICES 3.1 TheContract Amount for the Contract term is $211,425.00 3.2 AUTHORITY agrees to pay CONTRACTOR for services performed in accordance with the Method of Compensation. C-3 P-J 4. AUDIT AND EXAMINATION OF RECORDS 4.1 Definition of Records: O "Contract Records" shall include, but not be limited to, all information, communications and data, whether in writing or stored on a computer, computer disks, microfilm, writings, working papers, drafts, computer printouts, field notes, charts or any other data compilations, books of account, photographs, videotapes and audiotapes supporting documents, any other papers or preserved data in whatever form, related to the Contract or the CONTRACTOR's performance of the Contract determined necessary or desirable by the AUTHORITY for any purpose. Proposal Records shall include, but not be limited to, all information and data, whether in writing or stored on a computer, writings, working papers, computer printouts, charts or other data compilations that contain or reflect information, data or calculations used by CONTRACTOR in determining labor, unit price, or any other component of a bid submitted to the AUTHORITY. 0I0 "Proposal Records" shall include, but not be limited to, any material relating to the determination or application of equipment rates, home and field overhead rates, related time schedules, labor rates, efficiency or productivity factors, arithmetic extensions, quotations from subcontractors, or material suppliers, profit contingencies and any manuals standard in the industry that may be used by CONTRACTOR In determining a price. AUTHORITY reserves and is granted the right (at any time and from time to time, for any reason whatsoever) to review, audit, copy, examine and investigate in any manner, any Contract Records (as herein defined) or Proposal Records (as hereinafter defined) of the CONTRACTOR or any subcontractor. By submitting a response to the Request for Proposal, CONTRACTOR or any subcontractor submits to and agree to comply with the provisions of this section. If the AUTHORITY requests access to or review of any Contract Documents or Proposal Records and CONTRACTOR refuses such access or review, CONTRACTOR shall be in default under its Contract with AUTHORITY, and such refusal shall, without any other or additional actions or omissions, constitute grounds for suspension or disqualification of CONTRACTOR. These provisions shall not be limited in any manner by the existence of any CONTRACTOR claims or pending litigation relating to the Contract. Disqualification or suspension of the CONTRACTOR for failure to comply with this section shall also preclude the CONTRACTOR from acting in the future as a subcontractor of another CONTRACTOR doing work for the AUTHORITY during the period of disqualification or suspension. Disqualification shall mean the CONTRACTOR is not eligible for and shall be precluded from doing future work for the AUTHORITY until reinstated by the AUTHORITY. Final Audit for Project Closeout: The CONTRACTOR shall permit the AUTHORITY, at the AUTHORITY'S option, to perform or have performed, an audit of the records of the CONTRACTOR and any or all subcontractors to support the compensation paid the CONTRACTOR. The audit will be performed as soon as practical after completion and acceptance of the contracted services. In the event funds paid to the CONTRACTOR under the Contract are subsequently determined to have been inadvertently paid by the AUTHORITY because of accounting errors or charges not in conformity with the Contract, the C-4 ft CONTRACTOR agrees that such amounts are due to the AUTHORITY upon demand. Final payment to the CONTRACTOR shall be adjusted for audit results. CONTRACTOR shall preserve all Proposal Records and Contract Records for the entire term of the Contract and for a period of five (5) years after the later of: (i) final acceptance of the project by the AUTHORITY, (ii)'until all claims (if any) regarding the Contract are resolved, or (iii) expiration of the Proposal Records and Contract Records' status as public records, as and if applicable, under Chapter 119, Florida Statutes. ' S. MINORITY AND WOMEN'S BUSINESS ENTERPRISES AUTHORITY has adopted a program to provide opportunities for small business, including Minority Business Enterprises ("'MBEs") and Womeh s Business Enterprises ("WBEs"). Under the AUTHORITY'S program, CONTRACTOR is encouraged to grant small businesses the Is maximum opportunity to participate in the provision of the Services. 6, CONTRACTOR INSURANCE CONTRACTOR shall carry and keep in force during the period of this Contract, the required mount of coverage as stated below. All insurance must be underwritten by insurers that are qualified to transact business in the State of Florida and that have been in business and have a record of successful and continuous operations for at- least five (5) years. Each shall carry a rating of "A-" (excellent) and a financial rating of Class XII, as defined by A.M. Best and Company's Key Rating Guide and must be approved by the AUTHORITY. CONTRACTOR shall carry and keep in force the following insurance coverage, and provide the AUTHORITY with correct certificates of insurance (ACORD forms) upon Contract execution: 6.1 Commercisd General Liability Insurance having a minimum coverage of One Million Dollars ($1,000,000.00) per occurrence of bodily injury or property damage and a minimum of Two Million Dollars ($2,000,000.00) annual aggregate for both General and Products and Completed operations. Liability insurance shall be current ISO simplified form including products and completed operations coverage. The contractual liability insurance coverage shall include coverage for responsibilities and liabilities assumed by CONTRACTOR under this Agreement, 6.2 Business Automobile Liability (for bodily injury, death and property damage) having a minimum coverage of One Million Dollars ($1,000,000.00) for each accident; 6.3 'Workers' Compensation Insurance Coverage, including all coverage required under the laws of the state of Florida (as amended from time to time hereafter); 6.4 Unemployment Insurance Coverage in amounts and forms required by Florida law, as it may be amended from time to time hereafter. Such insurance policies shall be without co-insurance, and shall (a) include the AUTHORITY, and such other applicable parties the AUTHORITY shall designate, as additional insureds for commercial general liability and business automobile liability, (b) be primary insurance, (c) I GS a 1: - include contractual liability for commercial general liability, (d) provide that the policy may not be canceled or materially changed without at least thirty (30) days prior written notice to the AUTHORITY from the company providing such insurance, and (e) provide that the insurer waives any right of subrogation against AUTHORITY, to the extent allowed by law and to the extent the same would not void primary coverage for applicable insurance policies. CONTRACTOR shall be responsible for any deductible it may carry. At least fifteen (15) nays ppnor to the expiration of any such policy of insurance required to be carried by CONTRACTOR hereunder, CONTRACTOR shall deliver insurance certificates to AUTHORITY evidencing a renewal or new policy to take the place of the one expiring. Procuretnent of insurance shall not be construed to limit CONTRACTOR's obligations or liabilities under the Contract. The requirement of insurance shall not be deemed a waiver of sovereign immunity by AUTHORITY. Any insurance carried by the AUTHORITY in addition to CONTRACTOR's policies shall be excess insurance, not contributory. If CONTRACTOR fails to obtain the proper insurance policies or coverages, or fails to provide AUTHORITY with certificates of same, the AUTHORITY may obtain such polices and coverages at CONTRACTOR's expense and deduct such costs from CONTRACTOR payments. 7. CONTRACTOR RESPONSIBILITY CONTRACTOR shall comply with, and shall cause its employees, agents, officers and subcontractors and all other persons for whom CONTRACTOR may be legally or contractually responsible to comply with, applicable laws, ordinances, rules, regulations, orders of public authorities, sound business practices, including without limitation: (i) those relating to the safety of persons and property and their protection from damage, injury or loss, and (ii) all workplace laws, regulations, and posting requirements, and (iii) implementation of a drug -free workplace policy at least of a standard comparable to, and in compliance with, AUTHORITY's Drug -Free Workplace Policy; And (iv) compliance with the public records laws of Chapter 119, Florida Statutes. 8. INDEMNITY The CONTRACTOR shall indemnify, defend and hold harmless AUTHORITY and all of its respective officers, CONTRACTOR's or employees from actual suits, actions, claims, demands, costs as defined elsewhere herein, expenses (including reasonable attorneys fees as defined elsewhere herein), judgments, liabilities of any nature whatsoever (collectively, "Claims") arising out of, because of, or due to breach of the Contract by the CONTRACTOR (its subcontractors, officers, agents or employees) or due to any negligent or intentional act or occurrence of omission or commission of the CONTRACTOR (its subcontractors, officers, employees), or agents including without limitation any misappropriation or violation of third _8 C-6 i I. party copyright, trademark, patent, trade secret, publicity, or other intellectual property rights or other third party rights of any kind by or arising out of any one or more of the following: [ 8.1 violation of same by CONTRACTOR, its subcontractors, officers, agents or employees, 8.2 AUTHORITY's use or possession of the CONTRACTOR Property or CONTRACTOR Intellectual Property, 8.3 AUTHORITY's full exercise of its rights under any license conveyed to it by CONTRACTOR, 8.4 CONTRACTOR's violation of the confidentiality and security requirements associated with the AUTHORITY Property and AUTHORITY Intellectual Property, 8.5 CONTRACTOR" s failure to include terms in its subcontracts as required by this Contract, 8.6 CONTRACTOR's failure to ensure compliance with the requirements of the Contract by its employees, agents, officers, or subcontractors, or 9.7 CONTRACTOR's breach of any of the warranties or representations contained in this Contract. CONTRACTOR will not be liable for damages arising out of injury or damage to persons or property directly caused or resulting from the sole negligence of the AUTHORITY or any of its officers, agents or employees. The parties agree that 1 % of the total compensation to the CONTRACTOR for performance of each task authorized under the Contract is the specific consideration from AUTHORITY to CONTRACTOR for CONTRACTOR's indemnity and the parties further agree that the 1 % is included in the amount negotiated for each authorizers task. 9. PUBLIC RECORDS Upon receipt of any request by a member of the public for any documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, made or received by CONTRACTOR in conjunction with this Contract (including without limitation CONTRACTOR Records and Proposal Records, if and as applicable), CONTRACTOR shall immediately notify the AUTHORITY. Thereafter, CONTRACTOR shall follow AUTHORITY'S instructions with regard to such request. To the extent that such request seeks non-exempt public records, the AUTHORITY shall direct CONTRACTOR to provide such records for inspection and copying incompliance with Chapter 119. A subsequent refusal or failure by CONTRACTOR to timely grant such public access will be grounds for immediate, unilateral cancellation of the Contract by AUTHORITY. C-7 10. PRESS RELEASES CONTRACTOR shall make no statements, press releases or publicity releases concerning the Contract or its subject matter, or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished under the Contract, or any particulars thereof, including without limitation AUTHORITY Property and AUTHORITY Intellectual Property, without first notifying AUTHORITY and securing its consent in writing. 11. PERMI'TS, LICENSES, E'TC. Throughout the Term of the Contract, the CONTRACTOR shall procure and maintain, at its sole expense, all permits and licenses that may be required in connection with the performance of Services by CONTRACTOR; shall pay all charges, fees, royalties, and taxes; and shall give all notices necessary and incidental to the due and lawful prosecution of the Services. Copies of required permits and licenses shall be, furnished to AUTHORITY upon request. 12. CONFLICT OF INTEREST AND STANDARDS OF CONDUCT CONTRACTOR warrants that it has not employed or retained any entity or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this Contract, and that CONTRACTOR has not paid or agreed to pay any person, company, corporation, individual or firm any fee, commission, percentage, gift or any other consideration, contingent upon or resulting from the award or making of this Contract. It is understood and agreed that the term "fee" shall also include brokerage fee, however denoted. CONTRACTOR acknowledges that AUTHORITY officials and employees are prohibited from soliciting and accepting funds or gigs from any person who has, maintains, or seeks business relations with the AUTHORITY in accordance with the AUTHORITY's Ethics Policy. CONTRACTOR acknowledges that it has read the Ethics Policy and, to the extent applicable, CONTRACTOR will comply with the aforesaid Ethics Policy in connection with performance of the Contract. In the performance of the Contract, CONTRACTOR shall comply with all applicable local, state, and federal laws and regulations and obtain all permits necessary to provide the Contract services. CONTRACTOR covenants and agrees that it and its employees, officers, agents, and subcontractors shall be bound by the standards of conduct provided in Florida Statutes 112.313 as it relates to work performed under this Contract, which standards will be reference be made a part of this Contract as though set forth in full. Crg f� Ll 13. NONDISCRIMINATION CONTRACTOR, its employees, officers, agents, and subcontractors shall not discriminate on the grounds of race, color, religion, sex, national origin, or other protected class, in the performance of work or selection of personnel under this Contract. 14., SUBLETTING AND ASSIGNMENT AUTHORITY has selected CONTRACTOR to perform the Services based upon characteristics and qualifications of CONTRACTOR and its employees. Therefore, CONTRACTOR shall not sublet, sell, transfer, assign, delegate, subcontract, or otherwise dispose of this Contract or any portion thereof, or of the CONTRACTOR's right, title, or interest therein without the written consent of the AUTHORITY, which may be withheld in the AUTHORITY'S sole and absolute discretion. Any attempt by CONTRACTOR to dispose of this Contract as described above, in part or in whole, without AUTHORITY'S S written consent shall be null and void and shall, at AUTHORITY's option, constitute a default under the Contract. If, during the term of the Contract, CONTRACTOR desires to subcontract any portion(s) of the work to a subcontractor that was not disclosed by the CONTRACTOR to the AUTHORITY at the time that the Contract was originally awarded, and such subcontract would, standing alone or aggregated with prior subcontracts awarded to the proposed subcontractor, equal or exceed twenty five thousand dollars ($25,000.00), the CONTRACTOR shall first submit a request to the AUTHORITYs Director of Procurement for authorization to enter into such subcontract. Except in the case of an emergency, as determined by the Executive Director or his/her designee, no such subcontract shall be executed by the CONTRACTOR until it has been approved by the AUTHORITY Board. In the event of a designated emergency, the CONTRACTOR may enter into such a subcontract with the prior written approval of the Executive Director or his/her designee, but such subcontract shall contain a provision that provides that it shall be automatically terminated if not approved by the AUTHORITY Board at its next regularly scheduled meeting. 15. DISPUTES All services shall be performed by the CONTRACTOR to the reasonable satisfaction of the AUTHORITY's Executive Director (or his delegate), who shall decide all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of this Contract, the prosecution and fulfillment of the services described and the character, quality, amount and value thereof. The Executive Director's decision upon all claims, questions and disputes shall be final agency action. Adjustments of compensation and Contract time, because of any major changes in the work that may become necessary or desirable as the work progresses shall be left to the absolute discretion of the Executive Director (and the AUTHORITY Board if amendments are required) and supplemental agreement(s) of such nature as required may be entered into by the q parties in accordance herewith. C-9 L� 16, PREVAILING PARTY AT'TORNEY'S FEES If any contested claim arises hereunder or relating to the Contract (or CONTRACTOR's work hereunder), and either party engages legal counsel, the prevailing party in such dispute, as "prevailing party" " is hereinafter defined, shall be entitled to recover reasonable attorneys' fees and costs as defined herein, from the non -prevailing party. In order for CONTRACTOR to be the prevailing party, CONTRACTOR must receive an adjusted judgment or adjusted award equal to at least eighty percent (80%) of its contested claims filed with AUTHORITY, failing which AUTHORITY will be deemed the prevailing party for purposes of this Contract. Should this section be judged void, unenforceable or illegal, in whole or in substantial part, by a court of competent jurisdiction, this section shall be void in its entirety and each party shall bear its own attorneys' fees and costs. 17, OTHER SEVERABILITY If any section of this Contract, other than the immediately preceding Prevailing Party Attorneys' Fees section, be judged void, unenforceable or illegal, then the illegal provision shall be, if at all possible, interpreted or re -dratted into a valid, enforceable, legal provision as close to the parties' original intention, and the remaining portions of the Contract shall remain in full force and effect and shall be enforced and interpreted as closely as possible to the parties' intention for the whole of the Contract. 18, GOVERNING LAW This Contract shall be governed by and construed in accordance with the lawn of Florida. Venue of any legal or administrative proceedings arising out of this Contract shall be exclusively in g Orange County, Florida. In consideration of the foregoing premises, AUTHORITY agrees to pay CONTRACTOR for work performed and materials ftumished at the prices submitted with the Proposal. 19, RELATIONSHIPS CONTRACTOR acknowledges that no employment relationship exists between AUTHORTI Y and CONTRACTOR or CONTRACTOR's employees. CONTRACTOR shall be responsible for all direction and control of its employees and payment of all wages and salaries and other amounts due its employees. CONTRACTOR shall be responsible for all reports and obligations respecting such employees, including without limitation social security tax and income tax withholding, unemployment compensation, workers compensation, and employment benefits. CONTRACTOR shall conduct no act or omission that would lead CONTRACTOR's employees or any legal tribunal or regulatory agency to believe or conclude that CONTRACTOR's employees would be employees of the AUTHORITY. C-10 �l I 1 L� Any approval by AUTHORITY of a subcontract or other matter herein requiring AUTHORITY approval for its occurrence shall not be deemed a warranty or endorsement of any kind by AUTHORITY of such subcontract, subcontractor, or matter. 20. INTERPRETATION For purposes of this Contract, the singular shall include the plural, and the plural shall include the singular, unless the context clearly requires otherwise. Except for reference to women's business enterprises and matters relating thereto, reference to one gender shall include all genders. Reference to statutes or regulations include all statutory or regulatory provisions consolidating, amending, or replacing the stated statute or regulation. Words not otherwise defined and that have well-known technical, industry, or legal meanings, are used in accordance with such recognized meanings, in the order stated. References to persons include their respective permitted successors and assigns and, in the case of governmental persons, persons succeeding to their respective functions and capacities. If CONTRACTOR discovers any material discrepancy, deficiency, or ambiguity in this Contract, or is otherwise in doubt as to the meaning of any provision of the Contract, CONTRACTOR may immediately notify AUTHORITY and request clarification of AUTHORITY's interpretation of the Contract. The Contract Documents, together with and including all exhibits, comprise the entire agreement of the 'es and supersedes and nullifies all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, with respect to the subject matter hereof. 21, WAGE RATES AND TRUTH -INS ,NEGOTIATIONS CERTIFICATE The CONTRACTOR hereby certifies, covenants and warrants that wage rates and other factual unit costs as shown in attached documentation supporting the compensation are accurate, complete and current as of the date of this Contract. It is further agreed that said price shall be adjusted to exclude any significant sums where the AUTHORITY shall determine the price was increased due to inaccurate, incomplete or non -current wage rates and other factual unit costs. All such adjustments shall be made within one year following the date of final billing or acceptance of the work by the AUTHORITY, whichever is later. 22, SURVIVAL OF EXPIRATION OR TERMINATION Any clause, sentence, paragraph, or section providing for, discussing, or relating to any of the following shall survive the expiration or earlier termination of the Contract: 22.1 Trademarks, service marks, patents, trade secrets, copyrights, publicity, or other intellectual property rights, and terms relating to the ownership, security, protection, or confidentiality thereof; and 22.2 Payment to CONTRACTOR for satisfactory work performed or for termination expenses, if applicable; and C-11 r_1 22.3 Prohibition on non -competition agreements of CONTRACTOR" s employees with respect to any successor of CONTRACTOR; and 22.4 Obligations upon expiration or termination of the Contract; and 22.5 Any other term or terms of this Contract which by their nature or context necessarily survive the expiration or earlier termination of the Contract for their fulfillment. 23. OBLIGATIONS UPON EXPIRATION OR TERMINATION OF CONTRACT 23.1 Immediately upon expiration or termination of this Contract CONTRACTOR shall submit to AUTHORITY, upon request, a report containing the last known contact information for each subcontractor or employee of CONTRACTOR who performed work under the Contract; and 23.2 CONTRACTOR shall initiate settlement of all outstanding liabilities and claims, if any, arising out of the Contract and any subcontracts or vending agreements to be canceled. All settlements shall be subject to the approval of AUTHORITY. 1 I THIS SPACE INTENTIONALLY BLANK I C-12 r) ul u I IN WITNESS WHEREOF, the authorized signatures named below have executed this Contract on behalf of the parties as of the day and year first above written. This Contract was awarded by the Authority's Board of Directors at its meeting on August 28, 2013. 311 By: GE COUNTYEXPRESSWAY AUTHORITY Director of Procurement Print Name: Date: 0-of i X 97 R- By: r RIDA, INC. Print Name: • Title ATTEST: DATE: ' Approved as to form and execution, only. C-I3 ounsel for the AUTHORITY (Se -al) 4 .r r/ _ I -i I 1 I. I li u SCOPE OF SERVICES RECORDS CONVERSION SERVICES CONTRACT NO.000978 1.0 PROJECT OVERVIEW The Contractor shall provide all labor, materials, equipment and incidentals necessary to perform record conversion services for the Orlando -Orange County Expressway Authority (Authority) as described herein. Services shall include, but are not limited to: (i) preparing and microfilming documents including large format drawings and construction plans; (ii) converting the silver film to Diazo for the purpose of creating new duplicate rolls of Diazo microfilm; (iii) scanning documents to CD's or DVD's; (iv) delivering finished microfilm, CD's, or DVD's; (v) providing film verification assistance on a schedule approved by the Authority; (vi) assisting in the design of the indexing configuration. With the exception of microfilming, services shall be performed on -site at the Authority's Headquarters Building. 2.0 GENERAL REQUIREMENTS 2.1 The Contractor's standard work hours at the Authority's site shall be between 8:00 a.m. and 4:30 p.m., Monday through Friday, excluding the Authority's observed holidays. The Authority may require the Contractor to perform work during non-standard hours outside the standard work hours. Nan -standard hours will be authorized in writing by the Authority. The Contractor shall advise the Authority 48 hours in advance of its projected work schedule for each week. The Contractor shall perform no work during the Authority's observed holidays without the prior written permission of the Authority. The Authority's observed holidays are listed as follows: New Year's Day Martin Luther King's Birthday Memorial Day Independence Day Labor Day Veterans Day Thanksgiving Day Friday after Thanksgiving Christmas Day 2.2 In the event an emergency condition is declared by the Authority's Executive Director or Deputy Executive Director or their respective designees, the Contractor shall perform work during such hours as specified by the Authority. 2.3 The Contractor shall provide the necessary experienced personnel to support the services required by the Contract. The Contractor shall remove any employee whose work performance, in the Authority's opinion, is not satisfactory, and replace such personnel with employee(s) satisfactory to the Authority. In no event shall the Authority be responsible for monitoring or assessing the suitability of any employee or agent of the Contractor. Ll J 2.4 All Contractor employees shall wear business casual attire while working at the Authority site. 2.5 The Contractor shall comply with all Authority security policies, plans and procedures. 2.6 The Contractor shall be responsible for providing cellular phone equipment and services to the Contractor's employees. 2.7 The Contractor shall, at no additional cost to the Authority, correct any improper work resulting from faulty workmanship. 2.8 The Contractor shall be responsible for restoring, at no cost to the Authority, any and all records that are damaged while under the care of the Contractor, regardless of whether the damage results from improper or negligent practices, vandalism, act of God, etc, 2.9 Payments to the Contractor shall in no way constitute a waiver of any warranty requirements. 3.0 PRODUCT AND MATERIALS 3.1 The Authority will provide original documents for filming and scanning as follows: Documents: written documents, ranging in sizes from 8.5" x 11'' to 1711, in 1.2 cubic foot storage boxes. Contractor shall prepare the documents for scanning and/or filming. 3.1.2 Drawings/Plans: architectural and engineering drawings/plans, in sizes from 8.5" x 11 to 24" x 3 6", in 1.2 cubic foot storage boxes; or in 3 3" x 43" x 1_" flat boxes. Contractor shall prepare the documents for scanning and/or filming. Plans are bound with two (2) or three (3) post ranging from V2 inch to 4 inches; spiral comb binding, or stapled. Bound plans are considered a set and may range from 50 to 1000 + pages. 3.1.3 Digital Files: CD's, DVD's or electronic documents transferred from the Authority's FTP site to the Contractor for the purpose of microfilming. The Authority will provide the FTP link to the Contractor when electronic documents are placed on the Authority's FTP for transfer to the Contractor. 3.2 The Contractor shall provide the following materials and equipment: 3.2.1 Blank Film: Shall come in 5mm, one hundred (100) foot rolls, manufactured from safety base film (silver type on polyester base), for originals to produce density and resolution as defined in Rule I B-26.0021, Florida Administrative Code. In addition, film shall meet or exceed SS-2 it American National Standards Institute (ANSI) standards. Roll cores shall be made of non-ferrous materials with a corrosion resistant finish or other non -corroding plastic, which in any event will not react with the film. Roll cores that give off reactive fumes or exudations during storage shall not be used. (Ref; Kodak, Fuji, Agfa, or other approved equivalent product. Equivalency shall be determined by the Authority). 3.2.2 Film Storage Containers: Shall be plastic and designed to accommodate a front and top label indicating whether the roll is an original or duplicate, the roll number, date, and appropriate information as supplied by the Authority. Acid Free Boxes can be used to hold duplicate copies of the microfilm. 3.2.3 CD's and DVD's for converting original documents, or transferring electronic documents for the purpose of microfilming. The Contractor shall use RW type CD's with a minimum capacity of 700MB/80 minutes and/or RW type DVD's with a minimum capacity of 4.7GB when performing document scanning activities. These CD's/DVD's shall be compatible with CD/DVD/RW disk drives utilized in Hewlett Packard computers and may be manufactured by Maxell, Sony, Memorex, TDK, Verbatim, or equivalent alternate product. 3.2.4 The cost of materials necessary to perform the services specified herein shall be included in the Contract unit prices for the various items of Work to which it is incidental. 4.0 PERFORMANCE REQUIREMENTS 4.1 The Contractor shall perform all of its obligations and functions under the Contract in accordance with Contract specifications and industry standards. The Contractor shall adjust and coordinate its activities to the needs and requirements of the Authority and perform its activities so as not to annoy, disturb, endanger, unreasonably interfere with or delay the operations or activities of the Authority. 4.2 Dates for commencement and completion of work will be on an as -needed basis and shall be coordinated with the Authority's representative. 4.3 Any � y work required beyond that which is specified herein shall be reported in advance to the Authority's representative. At no time shall work beyond the scope be performed without prior written authorization from the Authority's representative. 4.4 The Contractor shall utilize maximum safety precautions. Tools and equipment shall be in a good state of repair, safe to use, and be used in the manner in which they were intended. Contractor shall inform all workers and concerned persons of the Material Safety Data on all products being utilized on this project. No materials or equipment shall be left unsecured on the project site at any time. The Authority assumes no responsibility for the Contractor's materials or equipment. SS-3 I �l I i 5.0 I I 4.5 The Contractor shall allow the Authority's representative access to any and all Authority owned documents, drawings, plans, and Contractor generated products during the performance of service. 4.6 The Contractor shall keep a written index of all documents, drawings, plans, received from the Authority until such documents, drawings/plans, are returned to the Authority. 4.7 The Contractor shall advise the Authority as soon as practical of any defect or condition which may adversely affect the completion of work requested under the scope of services. 4.8 The Contractor shall take measures necessary to prepare paper documents for - microfilming, which includes, but is not limited to, removal of all staples, paper clips, screws, removing documents from binders, page orientation, removal of post -it notes, etc. The Contractor shall reassemble documents and return them to their original state. 4.9 The Contractor shall not in any way damage original documents, drawings or plans. MICROFILMING AND SCANNING REQUIREMENTS 5.1 The Contractor shall adhere to the guidelines and procedures as stated in the Florida. Department of State, Division of Library & Information Services, Chapter 1 B-26.0021, Florida Administrative Code Records Management — Standards and Requirements -Microfilm Standards, which meets or exceeds the American National Standards Institute (ANSI) standards. 5.2 Documents shall be scanned with a resolution of 300 dpi by the Contractor in a secured room on the Authority's property. Documents shall be scanned into a PDF or TIFF format. Format will be determined by the Authority based upon document type. . Scanned documents shall be placed on a CD or DVD as described in section 3.2.3. The microfilming shall take place at the Contractor's facility utilizing electronic files. 5.3 The Contractor, with the assistance of the Authority's representative, shall develop indexes for scanning and microfilm. The Authority has identified seven (7) index types: minutes; consent agenda; resolutions, right-of-way; invoices; bands; and project files. These index types are all permanent with the exception of invoices. More index types may be identified and Contractor assistance requested throughout the term of the Contract. 5.4 The Contractor shall provide indexes on the disk and microfilm outlining the contents of each. Disk and microfilm shall be created in a fashion whereby documents contained therein may be located as quickly as possible. SS-4 f L �l I LJ 1: !i 5.5 The Contractor shall transfer scanned documents from CD's, DVD's or FTP site to microfilm 16mrn or 35mm film based upon document size. The Contractor shall return the RW type CD/DVD when delivering the microfilm. The Contractor shall notify the Authority's representative upon completion of downloading documents from the FTP site. 5.6 If less than one quarter (1 /4) of a roll is left upon completion of filming of a project, Contractor shall begin a new roll for the next project. If more than one quarter (1/4) of a roll is left upon completion of filming a project, Contractor shall insert 25 spaces and begin filming the next project. After processing, the roll shall be cut to separate the next project onto a different roll. 5.7 The Contractor shall process and test all original microfilm. Contractor shall conduct and document Methylene Blue Test on each batch of processed original film, or on one (1) out of every ten (10) rolls of original film, for concentration of residual thiosulfate. The methylene blue test must not exceed 14 micrograms per square centimeter. 5.8 The Contractor steal! provide (1) silver polyester base Smm thick original and one (1) Diazo duplicate of each Smm thick 100 foot roll from permanent documents. 5.9 If requested by the Authority's representative, the Contractor shall provide a Diazo duplicate of Smm thick 100 foot roll from a silver polyester base Smm thick 100 foot roll original. 5.10 when submitted to the Authority, all completed film shall be fully compatible 10 with the microfilm reader and conversion equipment the Authority will be purchasing. Anticipated purchase will be a ScanPro 2000 or equivalent. 5.11 The Contractor shall provide on each loaded disk a label identifying the information that is on the disk and include the "Burn" date. The loaded disk shall be inserted in a jewel case containing an insert that also identifies the information on the disk and the "Burn" date. The Authority's representative will provide instruction as to labeling index requirements. if more than one disk is needed for a project, the disks shall be numbered "Disk 1 of X", "Disk 2 of X", etc. 5.12 The Contractor shall provide on each microfilm reel a label identifying the information that is on the microfilm reel and include the "Film" date. The loaded microfilm reel shall be inserted in a microfilm container as described in 3.2.2 above. The Authority's representative will provide instruction as to labeling index requirements. If more than one microfilm is needed for a project, the microfilms shall be numbered "Microfilm 1 of X", "Microfilm 2 of X", etc. 6.0 DELIVERY/PICKUP LOCATIONS 6.1 Delivery and pickup shall be to and from Orlando -Orange County Expressway Authority located at 4974 ORL Tower Road, Orlando, Florida 32807 SS-5 6.2 The Authority reserves the right to add or remove any locations at any time during the term of the Contract. Any such changes will be documented in writing by the Authority. 6.3 The Contractor shall coordinate delivery of completed film with the Authority's representative. 6.4 Upon delivery, the Contractor shall supply the Authority with documentation supporting the delivery. Documentation provided shall include the following information: • Contractor internal tracking number, • Time and date of request for delivery, • Name of Authority representative requesting delivery, • Authority assigned box or carton number(s), and o Authority description(s) from the exterior of the box and the initial index and filing paperwork. 7.0 INSPECTION AND APPROVAL 7.1 The Authority's representative will inspect the first roll of microfilm prior to the completion of any assigned project. Contractor shall not proceed with the balance of the assigned project until notified by the Authority's representative. 7.2 The Authority's representative will inspect the first CD or DVD prior to the completion of any assigned project. Contractor shall not proceed with the balance of the assigned project until notified by the Authority's representative. 7.3 At the completion of any assigned project, the Authority's representative will conduct an inspection of all film, CD's, DVD's, and other Contractor generated materials provided. 7.4 Any deficiencies noted during an inspection shall be corrected by the Contractor at its expense within seven (7) business days from the date of inspection. 8.0 REPORTS 8.1 Upon project completion, the Contractor shall provide the Authority an updated 1 inventory bar code list of completed deliverables. 8.2 Upon project completion, the Contractor shall provide a master electronic inventory of all documents in a format acceptable to the Authority. 8.3 The Contractor shall submit all reports prior to submitting the final invoice. SS-6 I I 8.4 The cost of the required reports specified herein shall be included in the Contract unit prices for the various items of Work to which it is incidental. END OF SCOPE OF SERVICES SS-7 I r I I I �1 0�� Orlando -Orange County Expressway Authority 4974 ORL Tower Road, Orlando FL 32807 (407) 690-5000 Fax: (407) 690-5032 EXPRESSWAY AUTHORITY TO: All Planholders of Record FROM Claude Miller, Director of Procurement DATE: July 17, 2013 SUBJECT: Contract No. 000978, Records Conversion Services - Addendum No l This Addendum forms a part of the Contract Documents and modifies the original bidding documents dated June 2013, as noted below. Acknowledge receipt of this Addendum in the space provided on the Proposal form. Failure to do so may subject the bidder to disqualification. This Addendum consists of 3 pages. RESPONSES TO Q.UESTIQ S 1. The following questions were received from Planholders of record. The Authority's response follows each question. Q001: Is this an all or none bid? Are we required to provide ALL services, or can we just bid on partial services? R: All line items are to be bid on. Partial bids will be deemed non -responsive. Q002*0 What is proposed for tracking paper files in and out of conversion? R: Refer to RFP, Scope of Services, Section 4.6 Q003* Is there a procedure in place to cover the instance of a paper file being needed during convversion? R Refer to RFP, Scope of Services, Section 4.5 Q004: Will it be necessary to identify files that have been converted by physical means, i.e. annotating the paper file after conversion with an identifying mark? R: No Q005: How will a "project be defined?? " Contract No. 000978, Addendum 1 July 17, 2013 I i I R: The Authority will define the project(s). Q006: If the vendor is prepared to place a microfilm camera onsite would that be acceptable? In some circumstances, with some records, filming the paper directly results in superior resolution and density of image. The subsequent scanning of the microfilm provides an improved electronic image over that which can be achieved by scanning the paper directly. R: Yes however, Scope of Services, Section 5.2 still applies. Q007-OP Can you tell me who is the current provider of these services? Can you supply a bid tab/award notice from the prior bid? R O The awardee of this solicitation will be the first provider. Q008: Is subcontracting allowed? If so, due to the contract amount does the vendors have to disclose the subcontractor(s) when submitting their responses to allow the Authority to use that information in determining the responsive bidders? R: Yes subcontracting is allowed and they must be disclosed. All services performed under this contract shall be conducted within the continental United States (CONUS) by either the prime or their subcontractor(s). Q009: How will the Authority handle the security of Human Resource records if subcontracting is allow? Ie offshore or near shore indexing or other services being subcontracted. R: All services performed under this contract shall be conducted within the continental United States (CONUS) by either the prime or their subcontractors). Q010: What is the disposition of the documents once they are scanned? R: Documents will be returned to the Authority's representative in accordance with Scope of Services, Section 4.8. QO 1 I: Recommend the Authority to get separate price for each service so you can determine if the cost of re -prepping is justifiable for every project? R: Bid items remain unchanged. Q012: During the walk through we saw many color images (engineering plans) and the assumption was that they are to be scanned is color due to graphs and color coding schematics. In our industry color Contract No. 000978, Addendum 1 2 July 17, 2013 Ll I I r I scanning is slower process and should be considered a separate line item. R: Black and white imaging will be the standard for scanning color documents unless color is warranted to insure the scanned document is clear, concise and accurate. That determination will be made by the Authority. Bid items remain unchanged. Q013** Is the estimated volume for all three years of service? R: Yes-, Q014: Would we be able to perform any imaging related services off -site and off shore such as indexing? R: Yes services may be performed off -site but, subcontracting outside the continental United States (CONUS) is prohibited. Q015: Would we be able to use our 3rd party partners for processing microfilm R. See response to QO 14 above. Q016: Is OOCEA open to getting this project done quicker than 3 years? R: Dt4CEA will progress as quickly as possible based upon annual budgetary and resources available. The estimated volume / term of service remain unchanged. Q017: What does "prodding film verification assistance on a schedule approved by the Authority" on page SS-1 mean? R Contractor will assist in the initial review of microfilm being submitted to the Authority for each project that has new indexing. This assistance will include an explanation and demonstration on how the indexing on the microfilm is utilized to quickly identifying and locating the desired document(s). Contract No. 000978, Addendum I END OF ADDENDUM NO. 1 K July 17, 2013 I METHOD OF COMPENSATION RECORD CONVERSION SERVICES 1.0 PURPOSE This document describes the limits and method of compensation to be made to the Contractor for the services set forth in the Scope of Services. The services shall be provided over the duration of the work specified in the Contract. 2.0 COMPENSATION For the satisfactory completion of the services detailed in the Scope of Services, the Contractor will be paid at the rates shown in the Price Proposal for all work completed and accepted by the Authority. 3.0 METHOD OF COMPENSATION 3.1 Payment will be made to the Contractor not more than once monthly. The Contractor shall prepare and forward two (2) copies of each monthly invoice (in a format acceptable to. the Authority) to the Authority's Manager of Procurement. The invoice shall include a breakdown of the work performed by the Contractor to verify the amount being requested for payment. 3.2 The Authority does not guarantee that all of the services described in the, Scope of Services will be assigned during the term of the Contract. Further, the Contractor is providing these services on a non-exclusive basis. The Authority, at its option, may elect to have any of the services set forth herein performed by other Contractors or Authority staff. 3.3 Contractor shall receive and accept the compensation and payment provided in its Price Proposal and the Contract as full payment for all labor, materials, expenses, supplies and incidentals required to be provided by the Contractor in the Scope of Services. 3.4 The Contractor shall promptly pay all suppliers their proportionate share of payments I' received from the Authority. 3.5 Payment for invoices received by the Manager of Procurement by the 1' of the month will be placed in the U.S. Mail on the last working day of the following month. Direct deposit of payment to the Contractor is available. If the Contractor elects to receive direct deposit of payments from the Authority, the Authority will provide the Contractor with the necessary Automatic Deposit Authorization Agreement form. B-1 I C� I 4.0 I 3.6 The Authority reserves the right to withhold payment or payments in whole or in part, and to continue to withhold any such payments for work not completed, completed unsatisfactorily, work that is behind schedule or work that is otherwise performed in an inadequate or untimely fashion as determined by the Authority or it's designated representative. Any and all such payments previously withheld shall be released and paid to Contractor promptly when the work is subsequently satisfactorily performed. If any defined action, duty or service or part required by the Contract is not performed by the Contractor, the value of such action, duty or service or part thereof will be determined by the Authority and deducted from any invoice or monthly billing period claiming such items for payment. In order to expedite the review, processing, and delivery of each month's invoice to the Authority, the Director of Procurement, with the approval of the Contractor, may elect to apply any deducted amounts to the following month's invoice total. ADDITIONAL SERVICES Additional services outside the scope of the Contract and the resulting compensation for such services shall be implemented by a written Supplemental Agreement in accordance with the Contract. Such work shall not be performed until a Supplemental Agreement has been executed by the Authority and the Contractor. 5.0 PROJECT CLOSEOUT Final Audit: The Contractor shall permit the Authority, at the Authority's option, to perform or have performed, an audit of the records of the Contractor and any or all subcontractors to support the compensation paid the Contractor. The audit will be performed as soon as practical after completion and acceptance of the contracted services. In the event funds paid to the Contractor under the Contract are subsequently determined to have been inadvertently paid by the Authority because of accounting errors or charges not in conformity with the Contract, the Contractor agrees that such amounts are due to the Authority upon demand. Final payment to the Contractor shall be adjusted for audit results. END OF SECTION F1, I I ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY RECORDS CONVERSION SERVICES CONTRACT NO.000978 A*L-lak (Address) , IP . - Submitted n k 2A I AAV� 2, PROPOSAL OF (Name) �3e2S Orlando -Orange County Expressway Authority 4974 ORL Tower Road Orlando, FL 32807 s. Qsi.- SS -S -4ouq (Telephone No.) We, the undersigned, hereby declare that no person or persons, firm or corporation, other than the undersigned, arc interested in this Proposal as principals, and that this Proposal is made without collusion with any person, firm or corporation. We have carefully and to our full satisfaction examined the Bidding Documents and the location of the proposed work and the sources of supply of materials. We hereby agree to finish all necessary labor, equipment, and materials, fully understanding that the quantities shown herewith are approximate only, and that we will fully complete all necessary work in accordance with the Bidding Documents and the requirements under than of the Authority, for the unit prices shown on the Bid Form. I (we) hereby acknowledge receipt of the following Addenda issued during the bidding period: Addendum No. Dated "''fit %I t' Bidder and/or Representative Initial Addendum No. Dated Addendum No. Dated n Bidder -and/or Representative Bidder P -i and/or Representative Initial Initial �J 0-� I I �I 11 s� Name of Bidder and/or Representative If awarded the Contract, the undersigned further agrees to execute the Contract within 10 calendar days after the date on which the notice of award has been given. The undersiped acknowledges that the Orlando -Orange County Expressway Authority officials and employees are prohibited from soliciting and accepting funds or gifts from any person who has, maintains, or seeks business relations with the Authority. U P-2 �l I. i�] Ll- . i + R 1% ~a d - 9006-a - &ALM WM�� Name of Bidder and/or Representative I (We), the undersigned, hereby certify that I (we) have carefully examined this proposal after the same was completed, and have verified each item placed thereon; and I (we) agree to indemnify, defend, and hold harmless the Authority against any cost, damage, or expense which it may incur or be caused by any error or omission in my (our) preparation of same. CORPORATION: 1W Principal (Bidder) By: President M S i Aix 1 Corporate .jeal) ice President INDIVIDUAL OR FIRM TRADING AS: Principal (Bidder) Signature: Individual or Owner Witness: Witness. P - 3 I CJ LJ [J I ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY RECORDS CONVERSION SERVICES CONTRACT NO.000978 A�'FIDA.�T This Affidavit, executed by, or on behalf of the person, firm, association, corporation or joint venture submitting the Proposal, s1W1 be sworn to before a person who is authorized by law to administer oaths. STATE OF V%err: ••. COUNTY OF Before me, the undersigned authority, personally appeared . :f who being duly sworn, deposes and says he is of (Title) of N)V**Z (Firm) (City and State) the bidder submitting the attached Proposal for the work covered by Authority Contract No. 000979 in Orange County, Florida. The affiant further states that no more than one proposal for the above referenced project will be submitted from the individual, his firm, corporation, or joint venture under the same or different name, and that such bidder has no financial interest in the firm of another bidder for the same work. That he, his firm, association, corporation, or joint venture has neither directly, nor indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with this frm's bid on the above -named project. Furthermore, neither he, his firm, corporation, joint venture, nor any officers are debarred from participating in public contract lettings in any other state. Corporation Must affix Seal P - a By: 1�� C"-,7v- I? -rix 1;4 fo W. C & (Bidder) Title:i�1► 2 I F-1 STATE OF COUNTYOF The foregoing instrument was acknowledged 'before me this by (Date) (Name of Officer or agent, title of officer or agent) 30 o (Name of Corporation acknowledging) a corporation, on behalf of the corporation. He/she is (State or place of incorporation) r produced 4u- personally known to me o has p - (Type of identification) as identification and did (did not) take an oath. E�4�5- " 4 1%4Notary Public, Commission No. �.�.�,....ak Vr-A*\) t(Name of No YPed � printed or stamped) ) Title or Type of Document (Optional) . �� �`.••'' TAR; �r Number of Pages � Date of Document (Optional) • 0. myComm. Exores Z S iper(s) Other than Named Above (Optional) • 9( r� '1 •***0 ..« *,►once of collusion among participating bidders will preclude their recognition as beuddif A �LA job and subjects them to penalties under applicable State and Federal Law, both civil and criminal. The Authority will also disqualify such bidders on any work of the Authority until such participant shall have been reinstated as a qualified bidder. THE ABOVE FORM OF AFFIDAVIT IS REQUIRED TO BE EXECUTED AND ATTACHED TO EACH BID PROPOSAL FOR THE PROPOSAL TO BE CONSIDERED. P-5 [J �J I ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY ACKNOWLEDGMENT OF STANDARD OF CONDUCT AND CODE of ETHICS If awarded the Contract, the undersigned covenants and agrees that it and its employees shall be bound by the standards of conduct provided in Florida Statutes 112.313 as it relates to work performed under the Contract, which standards will by reference be made a part of the Contract as though set forth in full. The undersigned agrees to incorporate the provisions of this requirement in any subcontract into which it might enter with reference to the work performed or services provided. The undersigned further acknowledges that it has read the Authority's Code of Ethics, a copy of which is available on the Authority's web site at wuvw.00cea.com and, to the extent applicable to the undersigned, agrees to abide with such policy. - C""Ir�-9- 40 J-1FA 0 V-- : NAO� Company Name By: Title: C%,JJNA.A� (Note: Failure to execute and submit this form may be cause for rejection of the bid as non- responsive.) I I I 11 P ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY DRUG -FREE WORKPLACE FORM The undersigned, in accordance with Florida Statue 287.087 herby certifies that does: Name of Business I. Publish a statement of notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in Paragraph 1 4. In the statement specified in Paragraph 1, notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employees will abide by the terms of a statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Florida Statute 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. S. Impose a sanction of, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted. d. Make a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs l thiu S. As the person authorized to sign this statement, I certify that this firm complies with the above B ddeer"s wimature Date P - 7 d I Ll it I . L RECORDS CONVERSION SERVICES CONTRACT NO.000978 EQUIPMENT GIST Provide a list of equipment necessary to perform records conversion services on -site at the .Authority's Headquarters Building at 4974 CURL Tower Road, Orlando, Florida 32807. MODEL NAME MODEL NUMBER MANLJFAGTIJRER CZtJANTI'I"Y 1. 1. 3. 4. '*x 5. dw 6. The information provided herein is for information purposes only to ensure adequate space and power source(s) are available. P•8 i REFERENCES The Bidder shall submit references with the name of the business, contact person, address, telephone number, fax number, email address, and date of service. The Bidder shall have a minimum of five (5) years of experience in providing records conversion services. If more than four (4) re Tewes are necessary to document the minimum of five (5) years of experience this sheet may be duplicated. Business Name: Point of Contact: Address: 10 Phone: Fax: Email: i Business Name: W►ft,:��I,.*% QA.Vv�.i.� Point of Contact: to �6 Address: ZX14 01 __"rZIL "%ftVN • WN O Date of Service: C-Q r•ecw%* Business Name: (EQW*'+ Point of Contact: Address: Phone: k4 to Fax: Email: vutoo,nd.d 1P LM. 30� Phone: ''t I *L It - 2!4 Fax: Email �► y++'►+� r t.... �► . 1 �� � 4. c-�r• v Date of Service: Business Name: Point of Contact: p� 1 Address: %%Ww Phone: SA • Jt) S 0 '02�) Fax: Email: '� : 't� �ar.�n@ a ��a,� a.�L.. • Date of Service: O$ ' �1 � Z.� 20"'5 pate of Service: '1 P - 9 qw O Q 0 4 N in IL o t� th l N 0 O c' 0 9 0 o 0 r 0 4 s oCA O v Xt^` - w « .tit00 s_u.Vol raj vm }( nl x p U. Ems, E� � c ' a CL CILw 0 c c ? '$ •- ._ 52 -9•- 4 L.rCL a a a a a' a ► w QLV/_vm w w. • ♦ � .. w 0 +- N q 'f V) <D h- a0 4M O qFm r wo N ft r r E cr 0 C .F A C� �i 2 4 1 January 15, 2014 r To whom it may concern: Please accept the revised pricing. -DRS Microfilming and Document Digitizing { City of Tamarac Price List as amended y lyl f CRM SVP Busi ss Development 11281 Interchange Circle South Miramar, FL 33025 n1in-(954) 553-4009 1-1 (954) 538-071 civaleC.drsimaging.com _�-drs,irnaging.c m CAPTURE - DELIVER - MANAGE - PRESERVE EVERY DOCUMENT VITAL TO YOUR BUSINESS 43 Fadem Road, Springfield, NJ 07081 Tel: 212/924-8680 Fax: 212/691-8804 75 Maiden Lane, 3rd Floor, New York, NY 10038 Tel. 2121924-8680 Fax 212/6914M Canon DRS Plaza, Clarksville,VA 23927 Tel 434/374-5341 Fax 434/374-5378 11281 Interchange Circle South, Miramar, FL 33025 Tel: 954/538-1112 Fax 954/538.0717 THE DRS GROUP 5824-D Peach Tree Corners East, Norcross, GA 30092 Tel: 770/840-8365 fax: 770/840-1074 satsblisbed 1964 9009 Pinehili Lane, Ste. 216 Houston,TX 7704 I Tel: 7 13/68 I -6b88 Fax. 7 13/68 1- 66 EMEDIAITROC% 470 Ponce De Leon Ave. San Juan, PR 00918 Tel: 787/781-6470 Fax: 787/523-3998 info@drsimaging.com • www.drsimagingcom