Ordinance 13-2010ORDINANCE NO.13-2010
AN ORDINANCE OF THE CITY OF LONGWOOD, FLORIDA, APPROVING A
MULTI -YEAR UTILITY BILLING SERVICES AGREEMENT WITH AXIS DATA
SOLUTIONS; PROVIDING FOR NON -APPROPRIATION; PROVIDING FOR
CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE.
WHEREAS, the City of Longwood Utility Billing Department desires to use the utility
billing services of ADVANCED XEROGRAPHICS IMAGING SYSTEMS, INC. d/b/a AXIS Data
Solutions ("AXIS Data Solutions"); and
WHEREAS, AXIS Data Solutions is a utility billing service contractor, and the City of
Longwood utilizes its services to manage the utility billing monthly water billing function;
and
WHEREAS, the City Utility Billing Division has provided for the specific needs of the
City of Longwood by out sourcing the printing, sorting, stuffing and mailing of all monthly
utility bills; and
WHEREAS, the City Utility Billing Division through AXIS Data Solutions has
provided cost effectiveness, custom support, and improved performance and efficiency for
the City of Longwood, Florida; and
WHEREAS, the AXIS Data Solutions contract streamlines the City of Longwood's
Utility Billing monthly billing processes; and
WHEREAS, the City has reviewed the City of Melbourne's Request For Proposal #
RFP-12-133-0-2012 for utility billing services (the "RFP"), AXIS Data Solutions' proposal in
response to the RFP, and evaluation related to the selection of the AXIS Data Solutions by
the City of Melbourne and agrees with the process and selection of AXIS Data Solutions as
the most responsive and responsible bidder; and
WHEREAS, the City has reviewed the Melbourne Utility Billing Services Contract
and has found the scope of services, prices, and other terms and conditions as set out in the
such contract to be reasonable, acceptable and of benefit to the City's citizens and utility
customers; and
WHEREAS, the City has determined that use and procurement of the AXIS Data
Solutions' services pursuant to the prices, terms and conditions of the Melbourne Utility
Billing Services Contract by piggybacking on such contract as authorized by Section 62-36
of the Longwood City Code is cost-effective and in the best interest of the City; and
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WHEREAS, the Charter for the City of Longwood, Florida provides that contracts
that extend beyond the current fiscal year must be approved by Ordinance, and this
Ordinance is being adopted to approve the multi -year Utility Billing Services Agreement.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY
OF LONGWOOD, FLORIDA:
Section 1. Recitals. The above "Whereas" clauses are true and correct and are
incorporated herein as the findings of the City Commission.
Section 2. Approval. The City Commission hereby approves the Utility Billing
Services Agreement between the City of Longwood and AXIS Data Solutions
attached hereto, which piggybacks upon the City of Melbourne Utilities Client
Services Agreement -Addendum #1; Service Agreement Contract No. 12-133-
0-2012 referenced and incorporated into the Utility Billing Services
- Agreement, and further authorizes its execution by the City Administrator.
Section 3. Non -Appropriation. The City's payment and performance of obligations
under the Utility Billing Services Agreement for each and every fiscal year of
the City's beyond the fiscal year when the Utility Billing Services Agreement
is executed shall be subject to discretionary annual appropriation by the City
Commission of funds therefore. When funds are not appropriated or
otherwise made available to support the continuation of payment and
performance in a subsequent fiscal period, the Utility Billing Services
Agreement shall be deemed terminated on the last day of the fiscal period for
which appropriations were made, without further cost, penalty or obligation
to the City.
Section 4. Conflicts. If any Ordinance part thereof is in conflict herewith, this
Ordinance shall control to the extent of the conflict.
Section S. Severability. If any section or portion of a section of this Ordinance proves
to be invalid, unlawful or unconstitutional, it shall not be held to invalidate or
impair the validity, force or effect of any other section or part of this
Ordinance. If any part of this Ordinance is found to be preempted or
otherwise superseded, the remainder shall nevertheless be given full force
and effect to the extent permitted by the severance of such preempted or
superseded part.
Section 6. Effective Date. This Ordinance shall be effective upon adoption.
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FIRST READING:
SECOND READING AND ADOPTION on this J� "day of ::�'u ( 2013.
CITY COMMISSION
CITY OF LONGWOOD, FLORIDA
Arian D. Sack M or
ATTEST:
Sarah M. Mirus, City Clerk MMC
Approved as to form and legality for the use and reliance of the City of Longwood, Florida
only.
Daniel-W. La y, Ci
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UTILITY BILLING SERVICES AGREEMENT
PIGGY BACK AGREEMENT TO CITY OF MELBOURNE
UTILITY BILLING SERVICES AGREEMENT AND ADDENDUM # 1 TO SERVICE AGREEMENT
(CONTRACT NO.12-133-0.2012)
THIS UTILITY BILLING SERVICES AGREEMENT (this "Agreement") is entered into
by and between CITY OF LONGWOOD, a Florida municipal corporation, whose address is 175
West Warren Avenue, Longwood, Florida 32750 (hereinafter referred to as "City"), and
ADVANCED XEROGRAPHICS IMAGING SYSTEMS, INC. d/b/a AXIS DATA
SOLUTIONS (hereinafter referred to as "AXIS").
WHEREAS, the City desires to engage an independent contractor to perform utility
billing services; and
WHEREAS, the City of Melbourne, Florida has previously selected AXIS through the
competitive procurement process to provide the City of Melbourne with utility billing services
and the City of ' Melbourne entered into that certain UTILITY BILLING SERVICES
AGREEMENT (Contract No. 12-133-0-2012) including the terms, conditions and specifications
of the RFP incorporated by reference, with AXIS on February 13, 2013 and into that certain
ADDENDUM # 1 TO SERVICE AGREEMENT dated February 21, 2013 for AXIS to provide
such services, true and accurate copies of which are attached hereto as Exhibit "A" and
incorporated herein by this reference (collectively herein "Melbourne Utility Billing Services
Contract"); and
WHEREAS, the City has reviewed the City of Melbourne's Request For Proposal # RFP-
12-133-0-2012 for utility billing services (the "RFP"), AXIS's proposal in response to the RFP,
and evaluation related to the selection of the AXIS by the City of Melbourne and agrees with the
process and selection of AXIS as the most responsive and responsible bidder; and
WHEREAS, the City has reviewed the Melbourne Utility Billing Services Contract and
has found the scope of services, prices, and other terms and conditions as set out in the such
contract to be reasonable, acceptable and of benefit to the City's citizens and utility customers;
and
WHEREAS, the City has determined that use and procurement of the AXIS's services
pursuant to the prices, terms and conditions of the Melbourne Utility Billing Services Contract
by piggybacking on such contract is cost-effective and in the best interest of the City; and
NOW THEREFORE, for good and valuable consideration, which the parties
acknowledge, the City agrees to enter into and does hereby enter into this Agreement with AXIS,
and AXIS agrees to enter into and does hereby enter into this Agreement with the City for utility
billing services as set forth herein:
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1. RECITALS. The foregoing Recitals are true and correct and are incorporated
herein as material provisions of this Agreement by this reference.
2. UTILITY BILLING SERVICES. AXIS shall provide the City with utility billing
services in accordance with the scope of services, prices and other terms and conditions of the
Melbourne Utility Billing Services Contract between the City of Melbourne and AXIS attached
hereto as Exhibit "A," except that the "City of Longwood" shall be substituted for the "City of
Melbourne" and references to "CITY" or "City." The City shall pay to AXIS the prices and
payments specified in the Melbourne Utility Billing Services Contract for utility billing services
rendered by AXIS to the City. The scope of services, prices and other terms and conditions of
the Melbourne Utility Billing Services Contract are hereby incorporated into this Agreement as
material terms and conditions. In the event the terms of this Agreement conflict with the terms
of the Melbourne Utility Billing Services Contract, the terms of this Agreement shall control to
the extent of the conflict. The City shall have no liability or responsibility for or concerning
AXIS's services performed for the City of Melbourne.
3. TERM/TERMINATION. The term of this Agreement shall be from the Effective
Date of this Agreement until the expiration of the initial 15 month term of the Melbourne Utility
Billing Services Contract between the City of Melbourne and AXIS (expiring on June 1, 2014),
unless terminated earlier in accordance with this Agreement. Thereafter, this Agreement may be
renewed, at the City's option, for up to four (4) additional one (1) year periods at the same terms
and conditions. This Agreement may be terminated at any time for any reason without cost or
penalty by the City upon 15 days written notice to AXIS.
4. INSURANCE. Within ten (10) days from the Effective Date and prior to
rendering services to the City, the AXIS shall provide the City with certificates of insurance
evidencing 'insurance coverage required by the Melbourne Utility Billing Services Contract.
AXIS shall maintain required insurance coverage during the term of this Agreement.
5. GOVERNING LAW.
(a) Laws. This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida.
(b) Mediation. Any disputes, claims or counterclaim between City and AXIS arising
out of or in connection with this Agreement which cannot be amicably resolved by the parties
through good faith negotiations shall first be submitted to nonbinding mediation for resolution.
As a condition precedent to the filing of any suit or other legal proceeding, the parties shall
endeavor to resolve claims, disputes or other matters in question by mediation. Mediation shall
be initiated by any party by serving a written request for same on the other party. The parties
shall, by mutual agreement, select a mediator within fifteen (15) days of the date of the request
for mediation. If the parties cannot agree on the selection of a mediator, then the City shall select
the mediator who, if selected solely by the City, shall be a mediator certified by the Supreme
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Court of Florida. No suit or other legal proceeding shall be filed until (i) the mediator declares
an impasse, which declaration, in any event, shall be issued by the mediator not later than sixty
(60) days after the initial mediation conference; or (ii) sixty (60) days has elapsed since the
written mediation request was made in the event the other party refuses to or has not committed
to attend mediation; provided however, a lawsuit may be filed prior to the satisfaction of the
mediation requirement in order to preserve a claim that will elapse due to an immediate
forthcoming expiration of an applicable statute of limitation. In the event a lawsuit is filed prior
to the completion of the mediation requirement, the lawsuit shall be abated upon motion of either
party until such time as the mediation requirement has been satisfied. The parties shall share the
mediator's fee equally. The mediation shall be held in Seminole County, Florida, unless another
location is mutually agreed upon by the parties. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction thereof.
(c) Venue. Regardless of anything herein to the contrary, the sole and exclusive
venue for any litigation arising out of or concerning this Agreement and its exhibits, and
performance of services hereunder shall be in Seminole County, Florida before the County Court
or Circuit Court of the Eighteenth Judicial Circuit, in and for Seminole County, Florida.
(d) Sovereign Immunity. Nothing contained in this Agreement or any record or
communication arising out of or concerning this Agreement shall be considered or deemed a
waiver of the City's sovereign immunity protections.
(e) Non -Appropriation. Regardless of anything to the contrary contained in this
Agreement, the City's payment and performance of obligations under this Agreement for each
and every fiscal year of the City's beyond the fiscal year when the Agreement is executed shall
be subject to discretionary annual appropriation by the City's City Commission of funds
therefore. When funds are not appropriated or otherwise made available to support the
continuation of payment and performance in a subsequent fiscal period, this Agreement shall be
deemed terminated on the last day of the fiscal period for which appropriations were made,
without further cost, penalty or obligation to the City.
(f) Public Records Act. AXIS acknowledges and agrees that the City is a public
entity that is subject to Florida's Public Records Act (Chapter 119, Florida Statutes) and as such,
records in AXIS's or City's control and possession generated or received concerning the services
performed under this Agreement are subject to public inspection pursuant to Chapter 119,
Florida Statutes, unless there is an applicable exemption or confidential provision under state
law. Records, documents, computerized information and programs, e-mails, electronic files,
memos, drawings, audio or video tapes, photographs, or other records of the AXIS regardless of
form that are subject to the provisions of Chapter 119, Florida Statutes and applicable retention
schedules, and may not be destroyed without the specific written approval of the City's City
Clerk. While in the possession and control of the AXIS, at AXIS's expense, all public records
shall be secured, maintained, preserved, and retained in the manner specified and pursuant to the
Public Records Act, and further AXIS shall allow inspection of such records in accordance with
the Public Records Act. AXIS hereby indemnifies and hold harmless the City concerning any
claims, damages, suits, judgments, losses, expenses and penalties arising out of or concerning
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AXIS's violation of the Public Records Act or this provision, including for attorneys' fees and
costs at all trial and appellate levels. This paragraph 5 and all its subparagraphs shall survive
expiration and termination of this Agreement.
(g) Legal Compliance.
(i) AXIS hereby represents and warrants to City that AXIS has the knowledge,
experience and skill to perform the services required to be performed by it hereunder; that AXIS
shall comply with all applicable federal, state and local laws and codes, including, without
limitations, all professional registration requirements (both corporate and individual for all
required basic disciplines);. that it shall perform said services in accordance with generally
accepted professional standards, in the most expeditious and economical manner, and consistent
with the best interest of City.
(ii) AXIS , for itself, its delegates, successors -in -interest, and its assigns, and as a part
of the consideration hereof, does hereby covenant and agree that, 1) in the furnishing of services
to the City hereunder, no person shall be excluded from participation in, denied the benefits of,
or otherwise subjected to discrimination in regard to this Agreement on the grounds of such
person's race, color, creed, national origin, disability, marital status, religion or sex; and 2) AXIS
shall comply with all existing requirements concerning discrimination imposed by any and all
applicable local, state, and federal rules, regulations, or guidelines, and as such rules, regulations,
or guidelines may be from time to time amended. In the event of a breach of any of the
nondiscrimination covenants described in this subsection, the City shall have the right to
immediately terminate this Agreement.
(iii) AXIS and its employees and agents shall promptly observe, comply with, and
execute the provision of any and all present and future federal, state, and local laws, rules,
regulations, requirements, ordinances, and orders (including Resolutions, Codes and Ordinances
of the City of Longwood) which may pertain or apply to the Services that may be rendered
hereto, or to the wages paid by the AXIS to its employees. The AXIS shall also require, by
contract, that all sub -consultants shall comply with the provisions of this subsection.
(iv) AXIS shall, during the Term of this Agreement, procure and keep in full force,
effect, and good standing all necessary licenses, registrations, certificates, and other
authorizations as are required by local, state, or federal law, in order for the AXIS to render its
services or work as described herein.
(v) Any person or affiliate, as defined in Section 287.133 of the Florida Statutes, shall
not be allowed to contract with the City, nor be allowed to enter into a subcontract for work or
services under this Agreement, if such a person or affiliate has been convicted of a public entity
crime within three (3) years of the date the procurement solicitation was advertised, or if such
person or affiliate was listed on the State's convicted vendor list within three (3) years of the date
the procurement solicitation was advertised, whichever time period is greater. A public entity
crime means a violation of any state or federal law with respect to and directly related to the
transaction of business with any public entity or agency (federal, state or local), involving
antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, forgery, falsification of
records, receiving stolen property or material misrepresentation. Any Agreement with the City
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obtained in violation of this subsection shall be subject to immediate termination for cause.
AXIS represents and warrants that AXIS complies with this subsection and that AXIS shall at all
times continue to comply with the requirements of this subsection.
(vi) AXIS shall not engage in any action that would create a conflict of interest in the
performance of the actions of any City official, officer, employee or other person during the
course of performance of, or otherwise related to, this Agreement or which would violate or
cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics
in government.
(vii) AXIS warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for the AXIS to solicit or secure this Agreement and
that it has not paid or agreed to pay any person, company, corporation, individual or firm, other
than a bona fide employee working solely for the AXIS, any fee, commission, percentage, gift,
or other consideration contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of this provision, the City shall have the right to terminate this
Agreement without liability. .
(h) Severability. In the event any provision hereof is determined to be unenforceable
or invalid, such unenforceability or invalidity shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect. To that extent, this Agreement is deemed
severable.
(i) Indemnification. AXIS shall indemnify, save, and hold harmless the City and its
elected officials, officers, attorneys, employees and agents from and against all claims,
judgments, damages, losses, and expense (including reasonable attorneys' fees, experts' fees and
litigation costs incurred by the City at all trial and appellate levels), arising out of or resulting
from the performance or nonperformance of the services within the scope of this Agreement to
the extent caused in whole or part by any error, negligence, grossly negligent or reckless act or
omission, malfeasance or misfeasance of AXIS or anyone directly employed by it or anyone for
whose acts it is liable. This subsection shall survive expiration and termination of this
Agreement.
6. NOTICE. Whenever in this Agreement itis necessary to give notice or
demand by either party to the other, such notice or demand shall be given in writing and sent by
certified or registered mail, return receipt requested, and addressed as follows:
To AXIS: AXIS Data Solutions
Attn: David Salazar, President
6851 TPC Drive
Orlando, FL 32822-5111
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To City: City of Longwood
Purchasing Manager
175 West Warren Avenue
Longwood, Florida 32750
With copy to: City of Longwood
Attn: City Administrator
175 West Warren Avenue
Longwood, Florida 32750
7. EFFECTIVE DATE. The Effective Date of this Agreement shall be the date
when the last of the parties has executed this Agreement and upon its approval by the City of
Longwood City Commission.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement
as of the day and year entered by the last party executing this Agreement as written below.
ADVANCED XEROGRAPHICS
IMAGING SYSTEMS, INC. d/b/a AXIS
DATA SOLUTIONS
1: � / /2 -1 "-- 6 � �X e - 614
By: 12,
Its: ' 1,If't
Date:
CITY OF LONGWOOD, a Florida
municipal corporation
W�
By: Jon C. Williams
Its: City Administrator
Date:
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