HomeMy WebLinkAboutMCCI, LLC Laserfiche Consulting Services Agreement 2020 02 12 DocuSign Envelope ID: 1554E11D-2ED4-43A2-A33B-78B7BF5246AB
LASERFICHE CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made this day of 201w9("Effective Date"), by and
between the CITY OF WINTER SPRINGS,FLORIDA,a Florida municipal corporation,whose
address is 1126 East State Road 434, Winter Springs, Florida 32708 ("City"), and MCCI,LLC, a
Florida Limited Liability Company, whose principal address is 1958-A Commonwealth Lane,
Tallahassee, Florida 32303 ("Contractor").
RECITALS:
WHEREAS, Contractor currently provides certain document storage system services to
the City in relation to the City's Laserfiche digital library; and
WHEREAS, Contractor desires to additionally offer to the City its consulting services, on
a retainer basis,relating to the development of certain forms and workflows services("Services");
and
WHEREAS, City desires to retain and utilize Contractor's Services as needed to address
certain City projects in order to both expedite the completion of such projects and to allow City IT
staff to maximize efforts toward other internal responsibilities; and
IN CONSIDERATION of the mutual covenants and provisions, and other good, diverse,
and valuable considerations, the receipt and sufficiency all or which is acknowledged, the parties
desiring to be legally bound agree:
ARTICLE 1
GENERAL PROVISIONS
1.1 En g cement. City engages Contractor and Contractor agrees to perform the Services
outlined in EXHIBIT"A." No prior or present agreements or representations shall bind upon any
of the parties unless incorporated in this Agreement.
1.2 Dueilince D e . Contractor acknowledges that Contractor has investigated prior to
execution of this Agreement and satisfied itself on the conditions affecting the Services, the
availability of materials and labor, the cost, the requirements to obtain and maintain necessary
insurance, and the steps necessary to complete the Services. The Contractor warrants unto City
that Contractor has the competence and abilities to carefully and faithfully complete the Services.
The Contractor will perform the Services with due and reasonable diligence consistent with sound
professional practices.
1.3 CCNA Services. Contractor warrants unto City that the Services being performed
under this Agreement do not constitute professional services as defined by Section 287.055(2)(a),
Florid tutes.
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City of Winter Springs
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ARTICLE 2
COMPENSATION & PAYMENT TERMS
2.1 Com ensation to Contractor. For the performance of the Services specified
herein, and as further requested as needed by the City, the City and Contractor agree that
Contractor's rates shall be as provided in "MCCI Professional Service Rates," attached hereto as
EXHIBIT "B."
2.2 Citass, Reguests for Services. City requests for services shall be in writing.
Contractor will"assign a Project Manager who will be the primary contact for the City for requested
Services and will advise the City in writing of the assigned Project Manager.If the assigned Project
Manager is unable to deliver the requested Services, such Project Manager will engage additional
internal Contractor staff to provide such Services to the City.
2.3 Not to Exceed Total. The amount of funds which the City will budget for the
Initial Term of this Agreement is Seventy-Five Thousand and 00/100 Dollars ($75,000.00).
Written authorization from the City is required for Services which will exceed the"Not to Exceed"
total. Unless prior written authorization from the City to exceed the $75,000.00 limit is obtained
by the Contractor, the City is not responsible for payment of Services provided once the "not to
exceed"total has been reached for the Initial Term.
2.4 Payment Terms. Contractor will invoice one hundred percent (100%) of the
days/hours of services completed on a monthly basis. Payment will be due within 30 days of the
City's receipt of an invoice.
ARTICLE 3
GENERAL CONDITIONS OF SERVICES
3.1 Provision of Services is a Private Undertakin . Regarding all Services performed,
it is specifically understood and agreed between the parties that the contractual relationship
between City and Contractor is such that Contractor is an independent contractor and not an agent
or employee of City. Nothing in this Agreement shall be interpreted to establish any relationship,
other than that of an independent contractor, between City and Contractor, during or after
performing the Services.
3.2 Warrant of Services. Contractor warrants unto City that Contractor has sufficient
experience to properly complete the Services specified in this Agreement. Contractor shall comply
with all laws, ordinances and rules in performing the Services.
3.3 City's Responsibilities. The City will cooperate with the Contractor as follows:
3.3.1 Project Manager: City will assign an internal Project Manager that will be
involved and work with Contractor on all Laserfiche projects.
3.3.2 Workspace: City will provide workspaces for Contractor staff if/when
(®S Contractor is required to come onsite.
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3.3.3 Onsite Resources: City will provide Contractor with computer access,
secure access, and access to other technical equipment as needed.
3.3.4 Security Access: As needed, City will provide Contractor with security
badges to ensure building access, at no additional cost to Contractor.
3.3.5 HR/Internal Training: City will provide any necessary HR/internal training
at no additional cost to Contractor.
3.3.6 Data Backup and Disaster Recovery Plans: The City is responsible for
creating or maintaining a Laserfiche backup and recovery plan.
3.3.7 Testing of Configurations: The City is responsible for testing all software
configurations completed by Contractor. The City waives any and all
liability to Contractor for any fees or damages that could be related to
software configurations.
ARTICLE 4
SUBCONTRACTS-ASSIGNMENT
4.1 Assi gnment and Subcontracting. Unless otherwise specifically required by this
Agreement, Contractor shall not assign, sublet, or transfer any rights or Services under or interest
in(including, but without limitations, moneys that may become due) this Agreement without the
written consent of City, except if any assignment, sublet, or transfer is mandated by law or the
effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any
written consent to any assignment, no assignment will release or discharge the assignor from any
duty or responsibility under this Agreement. Further, Contractor shall subcontract no portion or
all portions of the Services without the written consent of City. Nothing under this Agreement
shall be construed to give any rights or benefits in this Agreement to anyone other than City and
Contractor, and all duties and responsibilities under this Agreement will be for the sole and
exclusive benefit of City and Contractor and not for the benefit of any other parry.
ARTICLE 5
MISCELLANEOUS PROVISIONS
5.1 Governin, Law,• Venue. This Contract shall be governed by the law of the State of
Florida. Venue of all disputes shall be properly placed in Seminole County, Florida. The parties
agree that the Agreement was consummated in Seminole County, and the site of the Services is
Seminole County. If any dispute concerning this Contract arises under Federal law,the venue will
be Orlando,Florida.
LY—/City
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5.2 Notices. All projects, notices, demands, requests, instructions, approvals, and claims
shall be in writing. All notices of any type shall be given by U.S. mail or by hand delivery to an
individual authorized to receive mail for the below listed individuals, all to the following
individuals at the following locations:
TO THE CITY:
Shawn Boyle
City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs,Florida 32708-2799
407-327-1800 (Phone)
407-327-4753 (Fax)
TO THE CONTRACTOR:
MCCi, LLC
c/o Taylor Hutchinson,Account Manager
Address: 1958 Commonwealth Lane
- ... ._..._......................................
Tallahassee, FL 32303
....... _..... ,. a.a.a.a.r .
Phone: (850)701-0725
Email: thutchinson@mccinnovations.com or accou ntmanager@mccinnovations.com
Notice shall be deemed to have been given and received on the date the notice is physically
received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid,
then notice shall be deemed to have been given upon the date said notice was deposited in the U.S.
Mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set
forth may unilaterally change the name of the person to whom notice is to be given or the address
at which notice is to be received.
5.3 No hire clause. The parties agree that during the period that this agreement is in force,
including extensions or modifications thereto, and for an additional 12 months following this
period, neither City nor Contractor will actively recruit or solicit employees of either company
who are on active payroll status and are currently participating in this Agreement,without the prior
written approval of the party whose employee is being considered for employment. This does not
prohibit any employee from responding to or pursuing employment opportunities through normal
media channels, i.e. newspapers, professional journals, etc. so long as it is not related to this
particular Agreement and that it is not an attempt to avoid the intent of the above restriction.
5.4 Public Record. Pursuant to Section 119.0701, Florida Statutes and other applicable
public records laws, Contractor agrees that any records, documents,transactions,writings,papers,
letters, computerized information and programs, maps, books, audio or video tapes, films,
photographs, data processing software, writings or other material(s), regardless of the physical
form, characteristics, or means of transmission, of Contractor related, directly or indirectly,to the
services provided to the City under this Agreement and made or received pursuant to law or
ordinance or in connection with the transaction of official business by the City,may be deemed to
be a ffulf record,whether in the possession or control of the City or the Contractor. Said records,
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documents, transactions, writings, papers, letters, computerized information and programs,maps,
books, audio or video tapes, films, photographs, data processing software, writings or other
material(s),regardless of the physical form,characteristics, or means of transmission of Contractor
are subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without
the specific written approval of the City's designated custodian of public records.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, THE CITY CLERK, AT (407) 327-5955,
CITYCLERKDEPARTMENT(ti)WINTERSPRINGSFL.ORG, 1126 EAST
STATE ROAD 434, FLORIDA 32708.
Contractor is required to and agrees to comply with public records laws. Contractor shall keep and
maintain all public records required by the City to perform the services as agreed to herein.
Contractor shall provide the City,upon request from the City Clerk,copies of the requested records
or allow the records to be inspected or copied within a reasonable time at a cost that does not
exceed the cost provided by law. Contractor shall ensure that public records that are exempt or
confidential and exempt from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the Agreement term. Upon completion of the Agreement,
Contractor shall transfer to the City, at no cost, all public records in possession of the Contractor,
provided the transfer is requested in writing by the City Clerk. Upon such transfer, Contractor
shall destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements.However,if the City Clerk does not request that the public records
be transferred, the Contractor shall continue to keep and maintain the public records upon
completion of the Agreement and shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the City,upon request from the City
Clerk, in a format that is compatible with the information technology systems of the City. Should
the City not possess public records relating to this Agreement which are requested to be inspected
or copied by the City or any other person, the City shall immediately notify Contractor of the
request and the Contractor shall then provide such records to the City or allow the records to be
inspected or copied within a reasonable time. If the Contractor does not comply with a public
records request, the City may enforce this Section to the extent permitted by law. Contractor
acknowledges that if the Contractor does not provide the public records to the City within a
reasonable time,the Contractor may be subject to penalties under Section 119.10,Florida Statutes.
The Contractor acknowledges that if a civil action is filed against the Contractor to compel
production of public records relating to this Agreement, the court may assess and award against
Contractor the reasonable costs of enforcement, including reasonable attorney fees. All public
records in connection with this Agreement shall, at any and all reasonable times during the normal
business hours of the Contractor, be open and freely exhibited to the City for the purpose of
examination, audit, or otherwise. Failure by Contractor to grant such public access and comply
with public records laws and/or requests shall be grounds for immediate unilateral cancellation of
this Agreement by the City upon delivery of a written notice of cancellation. If the Contractor
fails t�L
gRmply with this Section, and the City must enforce this Section, or the City suffers a third
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parry award of attorney's fees and/or damages for violating Chapter 119, Florida Statutes, due to
Contractor's failure to comply with this Section, the City shall collect from Contractor prevailing
party attorney's fees and costs, and any damages incurred by the City, for enforcing this Section
against Contractor. And, if applicable, the City shall also be entitled to reimbursement of all
attorneys' fees and damages which the City had to pay a third party because of the Contractor's
failure to comply with this Section. The terms and conditions set forth in this Section shall survive
the termination of this Agreement.
5.5 Amendment of A reement. Modifications or changes in this Agreement must be in
writing and executed by the parties bound to this Agreement.
5.6 Severabilit1. If a word, sentence, or paragraph is declared illegal, unenforceable, or
unconstitutional, the word, sentence, or paragraph will be severed from this Contract, and this
Contract will be read as if the illegal, unenforceable, or unconstitutional word, sentence, or
paragraph did not exist.
5.7 Attorney°'s Fees. Should any litigation arise concerning this Agreement between the
parties, the parties agree to bear their own costs and attorney's fees.
5.8 Entire Agreement. This Agreement represents the entire and integrated Agreement
between the parties and supersedes all prior negotiations, representations, or Agreements, either
oral or written, and all such matters shall be deemed merged into this Agreement.
5.9 Soverein Immunity=. The City intends to avail itself of the benefits of Section 768.28,
Florida Statutes and any other statutes and common law governing sovereign immunity to the
fullest extent possible. Neither this provision nor any other provision of this Agreement shall be
construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida
Statutes, or other limitations imposed on the City's potential liability under state or federal law.
Contractor agrees that City shall not be liable under this Agreement for punitive damages or
interest for the period before judgment. Further,City shall not be liable for any claim or judgment,
or portion thereof, to any one person for over two hundred thousand dollars($200,000.00), or any
claim or judgment, or portion thereof,which,when totaled with all other claims or judgments paid
by the State or its agencies and subdivisions arising out of the same incident or occurrence,exceeds
three hundred thousand dollars ($300,000.00). Nothing in this Agreement is intended to inure to
the benefit of any third party for the purpose of allowing any claim which would otherwise be
barred under the doctrine of sovereign immunity or by operation of law. This paragraph shall
survive termination of this Agreement.
5.10 Use of Basecamp. Use of Basecamp: Through the course of this project, Contractor
may choose to utilize the third-party service Basecamp (http://www.basecamp.com) for project
management and team collaboration. Documentation and correspondence exchanged between
Contractor and the Client may be stored in Basecamp. The Client acknowledges that Basecamp is
responsible for secure storage of this documentation.
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ARTICLE 6
PROTECTION OF PERSONS AND PROPERTY; INSURANCE
6.1 Worker's Com ensation. Upon the effective date of this Agreement, Contractor
shall provide proof of worker's compensation insurance in the minimum amount required by law
(if required).
6.2 General Liabilit v. Upon the effective date of this Agreement, Contractor shall submit
proof of general liability insurance to cover claims arising out of this Agreement or any Services
provided. The insurance shall have minimum limits of coverage of$1,000,000.00 per occurrence.
6.3 This paragraph shall apply to Sections 6.1 and 6.2. The insurance required by this
Article shall include the liability and coverage provided, or as required by law, whichever
requirements afford greater coverage. All of the policies of insurance so required to be purchased
and maintained for the certificates (or other evidence thereof) shall contain a provision or
endorsement that the coverage afforded will not be canceled, materially changed or renewal
refused until at least thirty(30) days'prior written notice has been given to City and Contractor by
certified mail, return receipt requested. All such insurance shall remain in effect until final
payment. Unless agreed to by City to the contrary, City shall be named on the insurance policies
as "additional insured." Contractor shall cause its insurance carriers to furnish insurance
certificates specifying the types and amounts of coverage in effect, the expiration dates of such
policies, and a statement that no insurance under such policies will be canceled without thirty(30)
days'prior written notice to City in compliance with other provisions of this Agreement. For all
Services performed under this Agreement, Contractor shall continuously maintain such insurance
in the amounts, type, and quality as required by Sections 6.1, 6.2, and 6.3. If Contractor fails to
maintain said insurance,City,at its option,may elect to terminate this Agreement by written notice
to Contractor.
6.4 Limited Liability. Notwithstanding anything in this Agreement to the contrary,
Contractor's total liability to the City for any and all claims, damages, or liability (including, but
not limited to contract,tort,negligence,statutory,or other causes of action)arising out of or related
in any way to this Agreement shall be strictly limited to the project fees paid to Contractor by the
City for the preceding 12-month period immediately preceding the event giving rise to the claim
by the City,and shall also be limited to the fees paid to Contractor for the particular service/product
that the City's claim was caused by or arose out of.
6.5 Standard of Care. In performing the Services, Contractor will use that degree of care
and skill ordinarily exercised,under similar circumstances by reputable members of its profession
practicing in the same or similar locality.
C-3i-
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ARTICLE 7
TERMINATION OF THE CONTRACT
7.1 Termination by City. City may terminate this Agreement,with or without cause, and
without penalty,with five(5)days written notice to Contractor. Such termination shall be at City's
sole discretion.
7.2 Termination by Contractor. With at least five (5) days written notice to City,
Contractor may terminate this Agreement if City fails to comply with the terms and conditions of
this Agreement.
7.3 Termination by Consent. This Agreement may be terminated by the mutual written
consent of both parties, and without penalty.
7.4 U on Termination. Upon notice of termination, Contractor shall cease all Services
being provided unless otherwise agreed to by the City in writing.
7.5 Waiver. Failure of City to insist upon performance within any time period or upon a
proper level or quality of performance shall not act as a waiver of City's right to later claim a failure
to perform by Contractor.
ARTICLE 8
TERM OF AGREEMENT
' o
terminate afterroneTl e tear�ImtialTerm enunless shall
ext ne ded b omutual written �29�and shall
tl l
( ) y ( ") y agreement of the
parties. The parties shall have the option to extend the term of this Agreement for three (3) one-
year periods. Any such extension shall be by mutual written agreement of all parties and shall be
executed no less than ninety (60) days prior to the expiration of this Agreement's current term.
ARTICLE 9
CONFLICTS
9.1 Conflicts. If a conflict arises as to the contents of any Exhibit and the Agreement,
the Agreement shall govern.
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IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as
of the date first written above.
CONTRACTOR: CITY:
MCCi, LLC CITY OF WINTER SPRINGS, FLORIDA
�. DocuSigned by: y
�32DDB4245C34BB... .... J' .................� I_ n --�'---- ------------,.
Shawn 1e, City Manager
Title: President
_---------- .........
�W
12/9/2019
Dated: ............. ---- -- Dated:. .. .� „�..�'.�.n�..� ..� �....
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EXHIBIT "A"
DESCRIPTION OF SERVICES TO BE PERFORMED
Sco a of Services. Contractor agrees to provide the following Services to City:
The Contractor will assist the City with its Laserfiche Content Services implementation.
Contractor's Consulting Services enable the City to move forward with Laserfiche projects in the
absence of having the required internal resources and/or in the absence of its qualified resources
having the time available. Contractor's Consulting Services are designed to be highly collaborative
and to effectively extend the City's team by incorporating services from Contractor's Laserfiche
Certified Professionals.
The type of assistance provided to the City may include,but is not limited to the following:
1) Configuration of City Owned Laserfiche Components
a. Development of City forms
b. Development of City workflows
2) Business Process Requirements Gathering and Statement of Work drafting.
a. Contractor will gather information from City departments as to desired forms,
processes, or workflows. Contractor will advise requesting City staff of
approximations relating to costs prior to commencing work on requested forms,
processes or workflows.
3) Recurring Status and Strategy Meetings (Required)
4) Training on Laserfiche components and/or configured Laserfiche Business Processes
5) Laserfiche Integration/Developer Assistance.
a. Contractor will work with the City to integrate Laserfiche integrations with other
established systems/integrations of the City.
Contractor's Services may be provided remotely or onsite, as required and agreed upon between
the parties.
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EXHIBIT "B"
MCCi PROFESSIONAL SERVICE RATES
MCCi Laserfiche Professional Services Qty. Cost to City
Onsite Rate One Day $2,700.00
(Travel expenses included.)
Two or $2,250.00
more days
Project Manager Rate Per Hour $184.50
Certified Project Manager Rate Per Hour $225.00
Systems Engineer Rate Per Hour $184.50
Development Rate Per Hour $225.00
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