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HomeMy WebLinkAboutMGT of America, Inc. - 1998 09 04 '-;Y~.'''''~-...... AGREEMENT TO PROVIDE PROFESSIONAL HUMAN RESOURCE MANAGEMENT CONSULTING SERVICES to THE CITY QF WINTER SPRINGS THIS AGREEMENT, entered into this 4th day of September, 1998, and effective immediately by and between MGT of America, Inc. (hereinafter called the "Consultanf') and the City of Winter Springs (hereinafter called the "Client"), WITNESSETH THAT: WHEREAS, the Client is interested in obtaining professional human resource management consulting services in the preparation of personnel policies, WHEREAS, the Consultant is staffed with personnel knowledgeable and experienced in the development of human resource management systems and personnel policies, and NOW THEREFORE, the parties hereto mutually agree as follows: 1. Emplovment of Consultant. The Client agrees to engage the Consultant and the Consultant hereby agrees to perform the services described in the "Scope of Services" listed below. 2. Scope of Services. The Consultant shall do, perform and carry out in a good and professional manner human resource management consulting services as may be requested by the Client, which may include, but are not limited to, the following: (a) Evaluating current personnel policies of the City, currently dated April 8, 1980. (b) Meeting with the City's management team to identify concerns and major practices relating to personnel policies. (c) Preparation of a revised set of personnel policies. The scope of services is further defined by the Client's Request for Proposal (RFP #98-019) prepared by the Client and any proposal submitted by the Consultant in response to the RFP (dated July 17,1998). 3. Time of Performance. The services to be performed hereunder by the Consultant shall be undertaken and completed in such sequence so as to ensure their expeditious completion and best carry out the purposes of the agreement. Projects will commence within five (5) days of notification to proceed and will be completed within a time period agreed to by the Consultant and the Client. 4. Compensation. The amount of the contract is four thousand, nine hundred dollars ($4,900) for the services indicated above. The Client agrees to pay the Consultant for services not itemized above, at a rate of ninety-five dollars ($95.00) per professional hour expended and twenty-five dollars ($25.00) per clerical hour expended, plus expenses. (Anyon-site requirements shall include directly related travel expenses and professional time.) 1 5. Method of Payment. The Consultant shall submit two invoices, in the amounts of $2,450 per invoice, at the beginning of the project and upon completion. The Consultant shall be paid as soon as the Client can process such payment. In any event, payment of each invoice is due within 20 days of the date the Client receives the invoice. 6. Changes. The Client may, from time to time, require changes in the scope of services of the Consultant to be performed hereunder. Such changes, which are mutually agreed upon by and between the Client and the Consultant, must be incorporated in written amendment to this agreement before the changes become effective. 7. Services and Materials to be Furnished by the Client. The Client shall furnish the Consultant with all available necessary information pertinent to the performance of this agreement. The Client shall cooperate with the Consultant in scheduling and carrying out the work herein. 6. Rights to Terminate Contract. The terms of this contract shall be in effect through December 31, 1998. Either party shall have the right to terminate this agreement with or without cause, by giving written notice to the other party of such termination at least five (5) days before the effective date of such termination. In the event of termination, the Consultant shall prepare a final invoice which shall be due and payable by Client within 20 days of the date the Client receives the invoice. All past due payments shall accrue interest at the highest rate permitted by law. 7. Indemnification. Each party shall be responsible for its own acts and will be responsible for all damages, costs, fees and expenses which arise out of the performance of this Agreement and which are due to that party's negligence, tortious acts and other unlawful conduct and the negligence, tortious acts and other unlawful conduct of its respective agents, officers and employees. . The Client shall defend, indemnify and shall hold the Consultant free and harmless from any claims, demands, actions, damages expenses, fees and liabilities arising by virtue of any and all claims, demands or actions brought by third parties 8. Limitation of Liabilitv. The Client agrees that the Consultant's total aggregate liability hereunder (whether contract, statutory, in tort or otherwise) for damages on anyone or more of all claims (regardless of the number of different or other claims, claimants, or occurrences) shall not exceed the total of professional fees paid under this contract. The Client further agrees that the Consultant shall not be liable to the Client for any indirect, special or consequential damages, any lost profits or any claim or demand against the Client by any other party, arising out of or in connection with the performance of services hereunder. 9. Copyright. The Client acknowledges that certain report formats to be provided by the Consultant are copyrighted. The Consultant shall ensure that all copies of its report bear the copyright legend. The Client agrees that all ownership rights and copyrights thereto lie with the Consultant. The Client may use the report solely for and on behalf of the Client's operations. The Client agrees that it will take appropriate action by instruction, agreement or otherwise with its employees to satisfy its obligations with respect to use, copying, protection and security of report formats. 10. Information and Reports. The Consultant shall, at such time and in such form as the Client may require, furnish such periodic reports concerning the status of the project as may be requested by the Client. The Consultant shall furnish the Client, upon request, with copies of all documents and other materials prepared or developed in relation with or as a part of the project. 2 11. Records and Inspections. The Consultant shall maintain full and accurate records with respect to all matters covered under this agreement. The Client shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings and activities. 12. Accomplishment of Proiect. The Consultant shall commence, carry on, and complete requested projects with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing requested projects, the Consultant shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within the applicable work area. 13. Provisions Concernina Certain Waivers. Subject to applicable law, any right or remedy which the Client may have under this contract may be waived in writing by the Client by means of a formal waiver, if, in the judgment of the Client, this contract, as so modified, will still conform to the terms and requirements of pertinent laws. - 14. Matters to be Disregarded. The titles of the several sections subsections, and paragraphs set forth in this contract are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of the provisions of this contract. 15. Completeness of Contract. This contract and any additional or supplementary document or documents incorporated herein by specific reference contain all of the terms and conditions agreed upon by the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this contract or any part thereof shall have any validity or bind any of the parties hereto. 16. The Client not Obligated to Third Parties. The Client shall not be obligated or liable hereunder to any party other than the Consultant. 17. When Rights and Remedies Not Waived. In no event shall the making by the Client of any payment to the Consultant constitute or be construed as a waiver by the Client of any breach of covenant, of any default which may then exist, on the part of the Consultant, and the making of any such payment by the Client while any such breach or default exists shall in no wise impair or prejudice any right or remedy available to the Client in respect to such breach or default. 18. Personnel. The Consultant represents that he has, or will secure at his own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with the Client. All of the personnel engaged in the work shall be fully qualified to perform such services. 19. Consultant Certification. The Consultant certifies that the Consultant has not been convicted of bribery or attempting to bribe and officer or employee of the Client nor has the Consultant made an admission of guilt of such conduct which is a matter of record. 3 20. Notices. Any notices, bills, invoices, or reports required by this agreement shall be sufficient if sent by the parties hereto in the United States mail, postage paid, to the addresses noted below. MGT of America, Inc. 2425 Torreya Drive Tallahassee, FL 32303 21. Governina Law. This agreement shall be constructed and enforced in accordance with the laws of the state of Florida. Any action to enforce this Agreement must be brought in Leon County, Florida. IN WITNESS WHEREOF, the Client and the Consultant have executed this agreement as of the date first written above. ~V-~ By: Ct7'Y"p. VIAlTtfA .ff'/~~J. . print name f(J,J/I1-p ",,,.c.;'tJl.,: title C' t't~ M~A461. By: W.K. Boutwe Senior Executive Partner J:\058\wintcon1.doc 4