HomeMy WebLinkAboutOmnicom, Inc. Agreement -1996 08 23
. l'\i \<, ~'("J~ AGREEMENT BETWEEN OMNICOM, INC,
A' () l AND
o \~ ~S r-O ' THE CITY OF WINTER SPRINGS, FLORIDA
~ / ~ J\I THIS AGREEMENT, dated this ,)3 g,j dayo! !J,x;,;sr. , 1996, by and
t ~ between OMNICOM, INC., a Florida Corporation (hereafter OMNICOM) and the City
of Winter Springs, (hereafter CLIENT).
WITNESSETH
IN CONSIDERATION of the mutual covenants and promises expressed herein
the parties hereby agree as follows:
1.0 GENERAL:
1 .1 OMNICOM agrees to perform certain professional services for the
CLIENT as hereinafter stated.
1.2 OMNICOM agrees to serve as the CLIENT's professional representative
in all phases of the project, and will provide consultation and advice to the CLIENT
during the performance of the services described In Paragraph 2.0 of this
Agreement.
1.3 It is specifically agreed that OMNICOM is bound by the terms
expressed herein and shall not assign, sublet or transfer any of its duties hereunder
without written consent of the CLIENT.
1.4 This Agreement may be terminated by either party with 30 days
written notice. In the event of such termination by the CLIENT, it is agreed that
OMNICOM shall be paid for work performed and expenses incurred in connection
with the Agreement, up to the date of receipt of the notice by OMNICOM.
1.5 OMNICOM agrees to secure and maintain such insurance as required
under the Worker's Compensation laws of the. State of Florida. OMNICOM agrees
further to secure and maintain liability insurance to protect the CLIENT from claims
for bodily injury, death or damage which may arise from the performance by
OMNICOM of the terms of this Agreement. The insurance shall be written for not
less than the limits of liability specified below, or required by law, whichever shall
be the greater.
General Liability Aggregate $2,000,000
Products - Compo OPS Aggregate $2,000,000 "
Products & Advertising Injury $1,000,000
Each Occurrence $1,000,000
Workers Comp & Employer's Liability $100,000 each accident
Automotive Liability $ 500,000/500,000/500,000
Professional Liability $1,000,000
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OMNICOM agrees to file with the CLIENT a Certificate of Insurance
indicating the extent of coverage and naming the~CLlENT as additional insured for
the duration of this Agreement, if so requested in writing by the CLIENT.
1.6 All drawings and documents supplied 'by OMNICOM under the terms
of this Agreement shall become the property of the CLIENT and may be used by the
CLIENT, at its risk, as reference for any future work.
1.7 Each party agrees to indemnify, defend and save harmless the other,
its officers and employees, from all suits, actions, and claims of any character,
name or description brought for, oron account of, any injuries received or sustained
by any person or property or as a direct result of proven negligence on the part of
the party from which such indemnification is sought.
2.0 BASIC SERVICES PROVIDED BY OMNICOM:
OMNICOM agrees to furnish the consulting services delineated in Attachment
A hereto titled, "Scope of Services for the City of Winter SprinQs, Florida. "
3.0 ADDITIONAL SERVICES PROVIDED BY OMNICOM:
If authorized in writing by the CLIENT, the CLIENT will pay additional
compensation to OMNICOM for additional services resulting from mutually agreed
to changes in the scope of the services referenced in 2.0 above at the hourly rates
presented herein.
4.0 RESPONSIBILITIES OF THE CLIENT
The responsibilities of the CLIENT under this Agreement are to:
4.1 Provide to OMNICOM information as required on a timely basis.
4.2 Appoint a representative(s) as required to coordinate activities of the
services referenced in 2.0 above.
4.3 Provide access to the CLIENT's employees for conducting interviews
and administering questionnaires as required by OMNICOM to perform the work of
the project.
5.0 PA YMENTS TO OMNICOM:
5.1 Payments for services shall be made once a month upon presentation
of a detailed invoice by OMNICOM including a description of the tasks performed, of.
the. hours worked and proje~t expenses incurred. A finanoo ohargc of 1. 5 % per R ~
month may bo ~ddod to ~II aooount::! over 30 day5 pa~~
5.2 Payment for the professional services shall not exceed the cumulative
sum of $26,980.
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. 5.3 OMNICOM will provide additional professional services on an hourly
basis at the rates for each individual on the attached table. These rates. include
Engineering Overhead Expenses, General and Administrative (G&A) Expenses and
Profit. Travel and per diem expenses will be billed at actual cost.
Hourly Rate Table
Project Manager $90.00
Senior Communications Engineer 85.00
Communications Engineer 80.00
Junior Engineer 40.00
Word Processor 30.00
The hourly rate will be maintained by OMNICOM for a two (2) year period following
signing of this Agreement.
5.4 If this Agreement is terminated by the CLIENT prior to the completion
of the project, payment to OMNICOM will be made generally as outlined and limited
in Paragraph 5.1 above. However, OMNICOM shall be paid for actual work
completed. All work, files, notes and drawings pertaining to or developed for the
project shall become the property of the CLIENT and shall be delivered to the
Project Director or an authorized representative prior to the final payment to
OMNICOM.
6.0 MISCELLANEOUS
6.1 OMNICOM shall maintain an adequate and competent staff of
professional qualified personnel for the purpose of rendering the required
engineering services hereunder and shall diligently execute the work and make a
best effort to meet the completion time established by the project schedule.
6.2 This Agreement sets forth the complete understanding and intent of
the parties, any prior writings or verbal agreements notwithstanding. Any
modification to this Agreement shall be in writing and signed by the parties hereto.
6.3 "venue for any cause of action arising hereunder shall
~LvI"" be. in the County of Cireui t Cort of Seminole County,. ,Florid,a. .
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IN WITNESS WHEREOF the parties hereto made and executed this
Agreement the date and year first above written.
_A~ BY: i?r~l/ 11A/l---;7
~
,
TITLE: CTj/JIt4/VIfc::z...7iC'
WITNESS:
OMNICOM, Inc.
9~1- ~~-:-,~ BY:
TITLE: Executive Vice President
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ATTACHMENT A
SCOPE OF SERVICES FOR THE CITY OF WINTER SPRINGS, FLORIDA
1. PHASE I
1.1 Review Existing Requirements Documentation
OMNICOM will perform a detailed review of reports and information available
from the City regarding their telecommunications systems. The purpose of
this review is to establish baseline information on the present and future
telecommunications requirements of the City. This review includes a review
of telephone company billings for local and long distance service.
1.2 Telecommunications Needs Analysis
OMNICOM will perform a telecommunications needs assessment including
telephone systems, structured voice/data cabling systems, data processing
infrastructure, and provide for networking of City Hall with satellite facilities
including, as a minimum, the Public Safety Complex, two fire stations, the
Public Works Center, Senior Citizens Center, Parks and Recreation Center,
three water plants and two sewer plants. Needs information will be gathered
by telephone, facsimile communication and on-site meetings as necessary.
OMNICOM will also have discussions with the local serving telephone
company to establish current and future available services and facilities to
support the telecommunications needs of the City.
1.3 Preparation of Ten Year Master Plan
OMNICOM will prepare a Ten Year Master Plan for the City. The plan will be
based on the City telecommunication needs, present available services and
proposed near future services. The plan will include cost estimates and
recommended schedules for completing the telecommunications systems
implementations over a ten year period.
1.4 Review City Public Safety Complex
OMNICOM will revIew the specifications for telecommunications
infrastructure currently planned for the City Public Safety Complex to
determine what enhancements should be incorporated into the new facility
A - 1
.
ATTACHMENT A
SCOPE OF SERVICES FOR THE CITY OF WINTER SPRINGS, FLORIDA
during construction to make it compatible with system improvements
contained in the Master Plan.
1.5 Public Safety Complex Infrastructure Report
OMNICOM will prepare a report of its findings after completing the
specification review for telecommunications infrastructure for the Public
Safety Complex. The report will include OMNICOM recommendations for
revisions and enhancements. Cost estimates to accomplish the revisions or
enhancements will also be included.
2. PHASE II
2.1 Telecommunications Systems Designs
OMNICOM will perform preliminary telecommunications systems designs to
accommodate the City's needs. Preliminary designs will be submitted to
representatives of the City for their comments and suggestions. The designs
will be adjusted as necessary, and final telecommunications systems designs
will be established that meet the multi-year requirements of the City.
2.2 Prepare Request for Bid Document
OMNICOM will prepare detailed telecommunications specifications and bid
documents for the procurement and installation of telephone and data
communications systems for City Hall and the Public Safety complex. This
document will be established with an award to the low fixed price bid
meeting specifications, as a request for proposal, or as other types of
procurements, as best meets the needs of the' City. The document will
include telephone systems, data systems, a~d ancillary City requirements.
Requirements for the systems installations, acceptance testing,
documentation, and operational and maintenance training will be included in
the document.
A draft of the bid documents will be initially established and presented to the
City for review and comment. The document will include general and special
A-2
.
OJ A TT ACHMENT A
SCOPE OF SERVICES FOR THE CITY OF WINTER SPRINGS, FLORIDA
provisions required by the City purchasing department. Following the review
of the draft document, a final bid document will be generated which will
include any changes resulting from the review.
Bids will be solicited by the City Purchasing Department. Bidder questions
arising prior to bid opening will be responded to by OMNICOM in writing.
3, PHASE III
3.1 Bid Evaluations and Award Recommendations
OMNICOM will review all telecommunications system bids received for
compliance to bid specifications. General conditions, special conditions, and
technical requirements will !311 be verified. An evaluation matrix will be
generated by OMNICOM for use on the bid evaluations to ensure a fair
evaluation and avoid bid protests. Following technical evaluation, a life cycle
cost analysis or other cost benefit analysis as desired by the City will be
performed on all compliant bids.
Upon completion of bid evaluations, a bid evaluation report will be generated.
The report will include the results of the bid evaluations, the bidders' various
costs, and an award recommendation,
The project fee includes an evaluation of a maximum of four (4) bids. Bid
submittals received in excess of four will be evaluated on an hourly rate basis
as presented herein.
A-3
CERTIFICATE OF INSURANCE
This certifies that ®STATE FARM FIRE AND CASUALTY COMPANY, Bloomington, Illinois
^ STATE FARM GENERAL INSURANCE COMPANY, Bloomington, Illinois
insures the following policyholder for the coverages indicated below.
Name of policyholder OMNICOM INC
Address of policyholder
Location of operations
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930 THOMASVILLS RD SUITS 200
TY 0~ >:~6IPj~l~~~d ; i~iUGS
TALLAHASSBB, FL 32303
Description of operations
The polides Ilsted below have been issued to the policyholder for the policy periods shown. The insurance described in these polices is
subiect to all the terms exclusions, end conditions of those policies. The limits of liability shown may have been reduced by any paid daims.
POLICY PERIOD UMITB OF LIABILITY
POLICY NUMBER TYPE OiF INSURANCE Efbdive Date Ex radon Data at nnl of
Comprehensive BODILY INJURY AND
9 ON6 31217 F Business Liabil' 2- 2 7- 9 8 2- 2 7- 9 9 PROPERTY DAMAGE
This insurance indudes: ^ Products -Completed Operations
® Contractual Liability
® Underground Hazard Coverage Each Occurrence $1,,,. 0 ()g, ~ O ~
® Personal Injury
® Advertising Injury General Aggregate $ ?.,~ 0 0 D' 0 t7 D
^ Explosion Hazard Coverage Products -Completed
^ Collapse Hazard Coverage Operations Aggregate $ Ex(`L.[mED
^ General ~gregate Limit applies to each project
POLICY PERIOD BODILY INJURY AND PROPERTY DAMAGE
EXCESS LIABILITY Effedhre Date Ex ration Date (Combined Single Limit)
90CM5 3 0 3 8 F ®Umbrelta Each Oxurrence $1., o i] o , t] t10
Other 2- 2 7- 9 8 2- 2 7- 9 9 Aggregate $ l~~ C D D
Part 1 STATUTORY
Part 2 BODILY INJURY
Workers' Compensation
and Employers Liability Each Accident $
Disease Each Employee $
Disease - Pd' Limit $
~-ICY PERIOD LIMIT8 OF LIABILITY
POLICY NUMBER TYPE OF INSURANCE EfMctive Date Ex Date at nni of
Name and Address of Certificate Holder
CITY OF WINTER SPRINGS
GENERAL SERVICES
1126 BAST STATE ROAD 434
WINTER SPRINGS, FL 32708
36a~e4 a 2.60 Ptirdsd In U.SA
If any of the described polides are canceled beforo its
expiration date, State Fann will try to mail a written notice to
the certificate holder f ~ days before cancellation. If,
however, we fa8 to mail such notice, no obligation or liability
will be imposed on State Farm or ds agents or
represetrtatives.
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Signature ct Authari¢sd Representative
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Title
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Date