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HomeMy WebLinkAboutAgreement_General_10/20/2014 LEGISLATIVE MANAGEMENT SOFTWARE AGREEMENT BETWEEN THE VILLAGE OF TEQUESTA AND MCCi, LLC THIS AGREEMENT, entered into on the a day of October 2014, effective upon execution by both parties, by and between the Village of Tequesta, a municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, organized in accordance with the laws of Florida, hereinafter referred to as the "VILLAGE'; and MCCi, a Florida limited liability company with offices located at 1700 Capital Circle, SW, Tallahassee, Florida 32310, hereinafter referred to as "MCCi ". WHEREAS, the VILLAGE is in need of legislative management software; and WHEREAS, MCCi provides legislative management software suitable for the VILLAGE'S needs, and is willing and able to provide such software to the VILLAGE pursuant to the terms and conditions of this Agreement; and WHEREAS, MCCi is a subsidiary of Municipal Code Corporation, a Florida corporation from which the VILLAGE utilizes legislative codification services; and WHEREAS, the VILLAGE desires to enter into this Agreement with MCCi for legislative management software, in the best interest of the VILLAGE NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration of which the parties hereto acknowledge, the parties agree as follows: 1. Recitals: The above recitals are true and correct and are incorporated herein by reference. 2. Scope of Services: MCCi shall provide legislative management software for use by the VILLAGE as specified in the proposal dated October 8, 2014, attached hereto and incorporated herein as Exhibit A. The specific software product and service package being provided to the VILLAGE is named "Granicus Legislative Management" which includes the "Granicus Management Product Suite "; the "Granicus LM Suite - Laserfiche Connector "; up to 10 hours of "First Year Managed Services and Support"; One meeting body (with up to three meeting types) for "Granicus Legislative Base Configuration "; "MCCi Project Management Services "; and up to three days of on -site training. Granicus "Open Platform" and Granicus "Archive Services" as described in Exhibit A, are also included in the products and services being provided to the VILLAGE. Although listed and described in Exhibit A, MCCi is not providing the VILLAGE with "Government Transparency Suite" or "Meeting Efficiency Suite" or "Electronic Voting and Public Displays" or "Granicus Legislative Management Suite Post - Implementation Advanced Training." Page 1 of 5 MCCi agrees, warrants, covenants, and represents that all products, work, and services that it shall perform pursuant to this Agreement shall be free from all defects and done in a workmanlike manner. The parties hereto agree that time is of the essence, and MCCi agrees to provide the services that are provided for in this agreement in a timely fashion. 3. Compensation: The total compensation to be paid by the VILLAGE for all products and services contemplated by this Agreement shall not exceed Sixteen Thousand and Nine Dollars, and Twenty Cents ($16,009.20) (the "Contract Amount "). In addition to the Contract Amount, annual subscription renewals in an amount not to exceed Seven Thousand Eight Hundred Seventeen Dollars and Twenty Cents ($7,817.20) will be required for each year that the VILLAGE desires to renew these services with MCCi, and continue to have access to the solution. However, nothing contained herein shall be construed as obligating the VILLAGE to pay for any annual subscription renewal. The VILLAGE agrees to pay 50% of the Contract Amount upon receipt of an invoice for same from MCCi, which will be sent upon MCCi's receipt of this executed Agreement. The VILLAGE agrees to pay 30% of the Contract Amount upon MCCi's completion of the initial configuration, and the remaining balance of the Contract Amount upon completion of all installation and training. This payment schedule is pursuant to Exhibit A. MCCi travel expenses shall be paid pursuant to Exhibit A. 4. Term / Termination: The term of this Agreement shall be for three years. Thereafter, this Agreement shall automatically renew each year that the VILAGE renews its annual subscription as set forth in Paragraph 3. Should the VILLAGE decide not to renew its annual subscription in any year, including any year during the initial three year term, this Agreement shall automatically terminate at the conclusion of the last paid subscription renewal year. 5. Waiver: A waiver by either the VILLAGE or MCCi of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. Further, a written waiver in part shall not constitute a waiver of any other part of this Agreement. 6. Severability: The invalidity, illegality, unenforceability of any provision of this Agreement, or the occurrence of any event rending any portion or provision of this Agreement void shall in no way Page 2 of 5 affect the validity or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the Agreement, and the balance of the agreement shall be construed and enforced as if the agreement did not contain the particular portion or provision held to be void. The parties further agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent the entire Agreement from being void should a provision, which is of the essence of the Agreement, be determined to be void. 7. Applicable Law / Venue: This Agreement shall be construed in accordance with the laws of the State of Florida. Should any dispute arise from this agreement, venue shall lie in Palm Beach County, Florida. 8. Notice: Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person or sent by certified mail, postage prepaid as follows: To the VILLAGE: Village of Tequesta, 345 Tequesta Drive, Tequesta, Florida 33469; Attn: Michael Couzzo, Village Manager To MCCi: MCCi, P.O. Box 2235, Tallahassee, Florida 32316, Attn: Donny Barstow, President. Notices shall be effective when sent to the addresses as specified above and as provided here in. Changes in the respective addresses to which such notice is to be directed may be made from time to time by either party by written notice to the other party. 9. Miscellaneous: Matters of site preparation, technical assistance, software updates, procurement piggybacking, limited liability, force majeure, financial solvency, no -hire, and the provision of additional services shall be as specified in Exhibit A. 10. Binding Effect: This Agreement is binding upon the parties hereto, their heirs, successors, and assigns. 11. Agreement Drafting: This Agreement shall not be construed against the party who drafted the same as all parties to this Agreement have had legal and business experts review the adequacy of the same. 12. Amendments: This Agreement may not be modified or amended unless such modifications or amendments are evidenced in writing, signed by both the VILLAGE and MCCi. Such modifications shall Page 3 of 5 be in the form of a written amendment executed by both parties with the same formality as this Agreement is executed 13. Office of Inspector General: Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews or investigations. All parties doing business with the VILLAGE shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority and power. The inspector general has the power to take sworn statements, require the production of records and to audit, monitor, investigate and inspect the activities of the VILLAGE, as well as contractors and lobbyists of the VILLAGE in order to detect, deter, prevent and eradicate fraud, waste, mismanagement, misconduct and abuses. 14. Public Records: In accordance with Sec. 119.0701, Florida Statutes, MCCi must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Scope of Services. Upon request, MCCi must provide the public with access to such records in accordance with access and cost requirements of Chapter 119, Florida Statutes. Further, MCCi shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Scope of Services are not disclosed except as authorized by law. Finally, MCCi shall retain the records described in this paragraph throughout the performance of the work described in the Scope of Services, and at the conclusion of said work and upon request, transfer to the VILLAGE, at no cost to the VILLAGE, all such records in the possession of MCCi and destroy any duplicates thereof. Records that are stored electronically must be transferred to the VILLAGE in a format that is compatible with the VILLAGE'S information technology systems. 15. Conflicts of Interest: This Agreement is subject to any and all applicable conflict of interest provisions found in the policies or Code of Ordinances of the VILLAGE, the Palm Beach County Code of Ethics and Ch. 112, Part I11, Florida Statutes. During the term of this Agreement and any renewals or extensions thereof, MCCi shall continue to disclose to the VILLAGE any possible conflicts of interests. MCCi's duty to disclose is of a continuing nature and any conflict of interest shall be immediately brought to the attention of the VILLAGE. Page 4 of 5