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Home My WebLink AboutResolution_10-98/99_12/10/1998 I j I i I 4 p i RESOLUTION NO. 10 -98/99 I A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF I TEQUESTA, PALM BEACH COUNTY, FLORIDA, AWARDING CONTRACT TO FLORIDA SOFTWARE AND DATA SYSTEMS, INC. OF BOCA RATON, I FLORIDA FOR COMPUTER CONSULTING TO INCLUDE REVIEW OF FINANCIAL ACCOUNTING SOFTWARE RFP RESPONSES, NETWORK DESIGN AND CONFIGURATION AND IMPLEMENTATION, AND AUTHORIZING THE VILLAGE MANAGER TO EXECUTE THE SAME ON BEHALF OF THE VILLAGE. NOW, THEREFORE BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA AS FOLLOWS: `J I I Section 1. The Contract with Florida Software Data Systems, Inc. for Computer Consulting to Include Review of Financial Accounting Software RFP Responses, Network I Design and Configuration and Implementation Attached I Hereto as Exhibit "A" and Incorporated by Reference as Part of this Resolution is Hereby Approved and the Village Manager of the Village of Tequesta is Authorized to Execute the Same on Behalf of the Village. I HE FOREGOING RESOLUTION WAS OFFERED by Councilmember Mackail , who moved its adoption. The motion was seconded by Councilmember Hansen and upon being put to vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION Alexander W. Cameron Joseph N. Capretta Carl C. Hansen Ron T. Mackai1 I Elizabeth A. Schauer I i The Mayor thereupon declared the Resolution duly passed and adopted this 10' day of December, A.D., 199 . O O TE ES TA { Elizabeth Jlf Schauer I ATTEST : I oann Mangani llo (Village Clerk WP80 \Resolution 10 -9899 i �r ,r EXHIBIT "A" CONTRACTUAL SERVICE AGREEMENT S THIS AGREEMENT, made and entered into this day of December, 1998, by and between the Village of Tequesta, a municipal corporation under the laws of the State of Florida, (hereinafter called "Village ") and Florida Software and Data Systems, Inc., a contractual computer consulting company in the State of Florida (hereinafter called "Florida Software "). W I T N E S S E T H: WHEREAS, the Village desires to obtain the services of a contractual computer consulting company on a part -time basis. WHEREAS, Florida Software is a contractual computer consulting company in the State of Florida. NOW THEREFORE, it is mutually agreed by and between the parties hereto as follows: 1. Contract The Village does hereby engage Florida Software as a Contractual Computer Consulting Company. Florida Software is directly responsible for all the requirements as set forth in this agreement. 2. Term The Village agrees to retain Florida Software and Florida Software agrees to be so retained as an independent contractor and not an agent or employee of the Village, on an as needed basis at the discretion of the Village Manager or his designee. The term will also be limited to and shall not exceed the funds allocated in the fiscal year budget. Florida Software explicitly recognizes that there is no guarantee of any minimum volume of work, based upon the agreement of the parties that all work assignments will be at the discretion of the Village Manager or his designee. 3. Termination This agreement is subject to cancellation with or without cause by either party to this agreement upon thirty (30) days written notice; such notice shall be forwarded by registered mail to the last known address of the other party. • • 4. Contract Fee Florida Software shall be paid at an hourly rate of $95.00 per hour. Florida Software must submit detailed invoices documenting the work performed and the time necessary to perform each task (shown in thirty minute intervals). All invoices will be reviewed and approved by the Village Manager or his designee before payment is made by the Village. Any objections to invoices shall be made within ten (10) days of receipt of the invoice. Payment of non - objected portions of invoices shall be paid within fourteen (14) calendar days of receipt of the invoice. 5. Independent Contractor Relationship Florida Software is an independent contractor which shall be fully responsible for the payment and maintenance of all insurance and applicable taxes as required by the legal obligations of an independent contractor. Florida Software does not accrue and is not entitled to any Village Employee Benefits including but not limited to • Workers' Compensation, Unemployment Compensation, Retirement, Disability Leave, and any other leave with pay. Florida Software's only compensation for services performed under this agreement shall be the hourly wage specified herein. 6. Duties and Responsibilities (a) Florida Software agrees and certifies that all work completed under this agreement is the property of the Village. (b) Florida Software agrees to complete all work as reasonably required by the Village within the allotted schedule provided by the Village Manager or his designee and agreed to by Florida Software. (c) All types of information reviewed by Florida Software in the performance of this agreement are considered to be the property of the Village. Florida Software shall keep all property of the Village confidential and shall sign nondisclosure agreements if requested by the Village. • • 7. Insurance and Indemnification Florida Software shall procure and maintain a Comprehensive General Liability Insurance Policy. The Village shall be listed as an additional insured for work performed under this agreement. Florida Software agrees to indemnify and hold harmless the Village and its representatives, from any and all claims and liabilities including attorney's fees and court costs, for which the Village can or may be held liable as a result of injury to persons or damage to property by reason of any acts or omissions of Florida Software arising out of or in connection with this agreement. 8. Authority (a) Florida Software is not authorized to obligate the expenditure of Village funds. (b) Florida Software shall work under the general direction of the Village Manager or his designee . and be responsible to same. (c) Florida Software shall not subcontract nor hire persons to aid in the consulting work without the prior written consent of the Village Manager or his designee. 9. Interpretation and Binding Effect Except as herein otherwise provided, this agreement shall inure to the benefit of and shall be binding upon the parties hereto, their personal representatives, successors, heirs, and assigns. 10. Invalidity or Unenforceability Invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions. 11. Governing Law This agreement shall be governed and construed in accordance with the laws of the State of Florida. • I + 12. Entire Agreement This agreement contains the entire understanding between the parties and may not be changed or modified except by an agreement in writing signed by the parties. Attest: By. illage Clerd Village Manager Florida Software and Data Systems fitness Recommend Approval: Appro d s 1 Form and Sufficiency: J n C. Randolph illage Attorney c: \WP80 \MyFi1e \Agreement • JONES FOSTER Flagler Center Tower, Suite 1100 Mailing Address J OHNSTON 505 South Flagler Drive Post Office Box 3475 & STUBBS P.A West Palm Beach, Florida 33401 West Palm Beach, Florida 33402 -3475 Attorneys and Counselors Telephone (561) 659 -3000 Facsimile (561) 832 -1454 John C. Randolph, Esq. Vi llage ®f Tequesta. Direct Dial: (561) 650 -0458 E -mail: jandolph @jones- foster.com December 30, 1998 Villa e fi��arla? Office Elizabeth Caswell Ransom � r ` m Village of Tequesta r ` Post Office Box 3273 Tequesta, Florida 33469 -0273 RE: Village of Tequesta Agreement with Florida Software and Data Systems, Inc. Our File No. 13153.1 Dear Elizabeth: I have reviewed the above referenced agreement and approve same as to legal form and sufficiency. Enclosed are the two executed originals. Sincerely, JONES, FOSTER, JOHNSTON & STUBBS, P.A. G ohn C. Randolph �. JCR/ssm Enclosures SIGNED IN THE ABSENCE OF JOHN C. RANDOLPH TO EXPEDITE DELIVERY 40 JONES F OSTER r,R Flagler Center Tower, Suite 1100 Mailing Address J OHNSTON 505 South Flagler Drive Post Office Box 3475 & ST TAV1d BS/ P A tl . West Palm Beach, Florida 33401 West Palm Beach, Florida 33402 -3475 Attorneys and Counselors Telephone (561) 659 -3000 Facsimile (561) 832 -1454 John C. Randolph, Esq LJANO equesta- Direct Dial: (561) 650 -0458 E -mail: jandolph @jones- foster.com � � December 30, 1998 Office Elizabeth Caswell Ransom Village of Tequesta Post Office Box 3273 Tequesta, Florida 33469 -0273 RE: Village of Tequesta Agreement with Florida Software and Data Systems, Inc. Our File No. 13153.1 Dear Elizabeth: I have reviewed the above referenced agreement and approve same as to legal form and sufficiency. Enclosed are the two executed originals. Sincerely, JONES, FOSTER, JOHNSTON & STUBBS, P.A. ohn C. Randolph JCR/ssm Enclosures SIGNED IN THE ABSENCE OF JOHN C. RANDOLPH TO EXPEDITE DELIVERY 40