Loading...
HomeMy WebLinkAboutMarketing Resources Consulting Agreement -2005 03 14 ;. "tt I CONSUL TING AGREEMENT This Agreement is entered into, effective March 14, 2005 by and between the City of Winter Springs, a municipal Corporation of the State of Florida, (hereinafter "CITY"), and Marketing Resources, Inc. (hereinafter CONSUL 'rANTS.) . WITNESSETH WHEREAS, the CITY is in need of qualified, professional consulting services to assist the City Manager in identifying and answering various questions around a potential citywide implementation of a municipal wireless system; and ' WHEREAS, it is necessary that the CITY move forward on the procurement of such consulting services to avoid significant delays in service to the public; and WHEREAS, the CONSULTANTS have represented to CITY that they are qualified and desire to perform said services in accordance with the terms and conditions contained herein, and all applicable law and professional standards; , NOW THEREFORE, in consideration of the covenants, representations and agreements herein contained, the parties agree as follows: 1. SCOPE OF SERVICES: The CITY agrees to and does engage CONSULTANTS to research ahd report on information about municipal wireless systems, as described in the Scope of Work/Compensation Schedule, attached hereto. CONSULTANTS agree to perform the assigned rel:iponsibilities and duties faithfully, intelligently. and to the best of their abilities, and in the best interest of CITY during the term of this Agreement. All services provided shall be performed in accordance with this Agreement and with any and all applicable law, professional standards, and guidelines. CITY may request CONSULTANTS to mak~ changes in the scope of services to make revisions to the work performed. Any changes or revisions requested by CITY that are not due to CONSUL T ANTS error, omission, or negligence will be incorporated into the scope of services by written amendment to the Agreement and the CONSULTANTS may be entitled to additional compensation upon the agreement of the parties. 2. AUTHORIZATION TO PROVIDE SERVICES: CONSULTANTS shall not be authorized to provide any services as set forth in the Scope of Services/ Compensation Schedule until such time as CONSULTANTS have received written authorization from the City Manager, or his designee, to perform the specific tasks set forth in the Scope of Services/Compensation Schedule. In the event that CONSULTANTS commence any such services without such authorization, CONSUL T ANTS expressly acknowledge that they shall not be entitled to compensation of any kind related to said services. 3. COMPENSATION: A. CONSULTANTS shall be compensated in an amount and in accordance with the due dates set forth in the Compensation Schedule. B. As a condition precedent to receiving payment, CONSULTANTS shall have been authorized to proceed by CITY, shall not be in default of any of the terms and conditions of this Agreement, and shall provide to CITY an invoice, . q I The inyoice shall be forwarded to CITY, and signed by an authorized representative of CONSUL T ANTS related to the applicable installment payment. The invoice shall include a statement identifying the period for which it applies and the sutrtasks or portions thereof, completed by CONSULTANTS in accordance with the Scope of Services/Compensation Schedule. C. CITY shall pay CONSULTANTS' yalid, approved and undisputed invoices for hours and expenses within thirty (30) days of receipt from CONSULTANTS. In the event that CITY disputes any invoice submitted, it shall advise CONSUL T ANTS in writing and said invoice shall not be deemed due and payable under this agreement. Neither the CITY'S review approval or acceptance of, nor payment for, any services provided hereunder shall be construed to operate as a waiver of any rights under this Agreement and the CONSUL T ~NTS shall be liable to CITY for any and all damages to CITY caused by the CONSULTANTS' negligent or wrongful performance of any of the services furnished under this Agreement. 4. TERM: This Agreement shall take effect when executed by all parties, and shall continue for a period of four (3) months or until the final report is submitted to the city manager, at which time it is renegotiable and renewable. 5. TERMINATION: Either party may terminate this agreement for cause upon written notice to the non-terminating party. 6. USE OF MATERIALS AT TERMINATION: The documents prepared by CONSULTANTS, after the date of execution of this agreement, related to the performance of services hereunder are instruments of the CONSULTANTS' services for use solely with respect to this project and, unless otherwise provided, the CONSULTANTS shall be deemed the authors of these documents and shall retain all common law, statutory, and other reserved rights, including copyright. The CITY shall be provided, and shall be permitted to retain copies, including reproducible copies, of the CONSUL T ANTS' documents for the CITY'S reference and use in connection with the project. The CONSUL T ANTS' documents shall not be used by CITY for any purpose other than that related to this project or any extensions or continuations thereto, unless the CONSUL T ANTS are in default of this Agreement, or consent in writing to said use. 7. RESPONSIBILITIES OF CONSULTANTS: In addition to all other responsibilities provided herein, CONSUL T ANTS expressly understand and agree that they shall perform all of the services required in the Scope of Services, and further agree as follows: A. They will dedicate and assign sufficient and qualified personnel and staff necessary to perform the services contemplated herein. B. It is intended that employees of CONSULTANTS shall perform all services contemplated under the' terms of this Agreement. CONSUL T ANTS may retain subcontractors as needed to provide any of the services contemplated herein as long as they work under the direction of the consultants. C. CONSULTANTS expressly acknowledge that any and all documents, plans, design, reports, and specifications related to the project and acquired or created by CONSULTANTS shall remain, at all times, the property of CITY and CONSULTANTS. CONSULTANTS shall, therefore, preserve and maintain said records and shall immediately provide copies of them to CITY , " I upon termination of this Agreement. 8. RESPONSIBILITIES OF CITY: The CITY shall provide full information, as reasonably directed by CONSULTANTS, regarding the requirements of the project. CITY further agrees to reasonably cooperate with CONSULTANTS in the timely preparation of the procedural and timing requirements for any planning and zoning activities as set forth in applicable state laws and rules. 9. AUTHORIZED REPRESENTATIVE OF THE CITY: During the term of this Agreement, CITY shall designate a representative authorized to act on behalf of the CITY, as provided by law, with respect to the project. 10. INSURANCE PROVIDED BY CONSUL T ANTS: A. Workers Compensation. CONSUL T ANTS agree to pay for and maintain in full force and affect all applicable workers compensation insurance as required by Federal and Florida law. B. Comprehensive and General Liability. CONSULTANTS agree to pay for and maintain in full force and effect at all times during the term of this Agreement, general and bodily injury liability and property damage insurance in amounts approved by the CITY for injuries and damage, including accidental or wrongful death to anyone person and for property damage on anyone claini or occurrence. C. Comprehensive Automobile Liability. CONSUL T ANTS agree to pay for and maintain in full force and effect at all times during'the term of this Agreement, bodily injury and property damage liability insurance. The limits of said policies shall be in an amount approved by the CITY. D. Proof of. Insurance. The CONSULTANTS with the terms and provisions contained herein, shall deliver the originals of the aforementioned policies of insurance, or certificates of the issuance to the CITY as evidence of the compliance. Each of the said insurance policies shall be issued by a company or companies authorized to do business in the State of Florida and which have an A.M. Best Company Rating of "A" or better and a Financial Size Category of 'VII" or as otherwise approved by CITY, in its sole discretion. Each policy shall name the CITY as an additional insured. The proof of insurance as provided herein, shall be delivered to CITY initially upon execution of this Agreement and thereafter, within thirty (30) days immediately following each renewal thereof. ' E. Loss of Insurance. If during the period which an insurance company is providing the coverage required by this Agreement, an insurance company shall: 1) lose its Certificate of Authority, 2) no longer comply with any applicable Florida Law, or 3) fail to maintain Best Rating and Financial Size category, CONSULTANTS shall, as soon as it has knowledge of any such circumstance, immediately notify CITY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as the CONSULTANTS have replaced the unacceptable insurer with an insurer acceptable to CITY, the CONSULTANTS shall be deemed in default of this Agreement. 11. INDEMNIFICATION: CONSULTANTS agree to hold harmless and indemnify, including attorney fees, CITY, its officers, employees and agents against any and . . " all claims, losses, damages, or lawsuits for damages, arising from or related to negligent acts. errors or omissions of the CONSULTANTS. 12. INDEPENDENT CONTRACTOR: The parties agree that all times and for all purposes within the scope of this Agreement, the relationship of CONSUL T ANTS and CITY is that of an independent contractor. 13. FORCE MAJEURE: With regard to the performance hereunder, CONSULTANTS shall not be deemed to be in default of this agreement or to have failed to comply with any term or conditions herein if, for reasons beyond CONSULTANTS' reasonable control (including, without limitation, acts of God, natural disaster, labor unrest, war, declared or undeclared, the existence of injunctions or requirements for obtaining licenses, permits or other compliance with applicable laws, rules and regulations), such performance is not reasonably possible within such time periods, then the time for such performance shall be extendeCl until removal of such reasons beyond CONSULTANTS' reasonable control, provided that CONSULTANTS commence such performance as soon as reasonably possible and diligently pursue such performance. 14. NOTICES: All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONSULTANTS: Marketing Resources, Inc. 4305 Neptune Road St. Cloud, FL 34769 CITY: City Manager City of Winter Springs 1126 E. S.R. 434 Winter Springs, Fl 32708 15. PROHIBITION AGAINST CONTINGENT FEES: CONSULTANTS warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CONSUL TANTS,'tosolicit 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 CONSULTANTS any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the aw~rd.of making of this Agreement. For. , breach or violation of this provision, in addition to any and all remedies available to CITY, CITY shall have the right to terminate this agreement without liability and to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 16. GENERAL PROVISIONS: A Attorney's Fees. In the event a suit 'or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. " '. B. Waiver. The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such proYision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. C. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. D. Amendment. Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. E. Entire Agreement. This Agreement, including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by the CONSULTANTS. F. Assignment. The Agreement is personal to the parties hereto and may not be assigned by CONSULTANTS, in part or in whole, without the prior written consent of CITY. G. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Seminole County, Florida. H. Applicable Law. This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes herein expressed on the date first above written. CI-r: O~INTER SPRINGS F BY. ;;~1/- " Name . Ro W. cLemore Title City Manager ,Date March 22, 2005 MARKETIN R~~: ~.I~~ BY/ Name Title Date , ".... ., I, "'.~- . , , . . , SCOPE OF WORKlCOMPENSA TION SCHEDULE SCOPE OF WORK MRI is to provide a written report which addresses the items below as they relate to the the City of Winter Springs' preliminary evaluation of a municipal citywide high speed wireless system, as well as any additional items MRI deems approriate to include. 1. Technology overview 2. How could a municipal wireless system be used: . Internally (city departments & staff) . Externally (public use) 3. Ownership options . Public . Private . Public Private Partnership 4. System operation options . Internal . External . 5. Capital cost funding scenarios 6. Operational funding scenarios 7. What are the potential benefits to the community 8. Outline of key steps required to move forward 9. Preliminary capital cost estimates 10. Preliminary operational cost estimates DELlVERABLES: 1. 8 - Copies of final report 2. Final report on CD ' TIME FRAME Report to be delivered 30 days from execution of this agreement I ,'f ( ... 1 . , COMPENSATION 1. As compensation for the Services performed or provided by CONSULTANTS hereunder CITY will pay CONSULTANTS $4,750 which shall include all labor, as well as travel and related expenses for the consultants when working in and around the Metro Orlando area. 2. In addition to payments for services, CITY will reimburse the CONSULTANTS for the following expenses incurred in the performance of the services under this Agreement: a. Additional printing, production and reproduction charges; b. Any other reasonable costs and expenses incurred in the performance of Services hereunder which are not covered under Paragraph 2 abQve and which the CITY approves in advance.