2004-34
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NE\N'TREND'
TEe H NO LOG I E 8~
CONSULTING AGREEMENT - No.NTI-2004- 7819
Consulting Agreement
Between
N ewTrend Technologies, Inc. (NTI) and
. City of Clermont
This AGREEMENT is made and entered into as of the 1st day of November, 2004 by and
between NewTrend Technologies, Inc., (NTI), a Florida corporation ("Consultant") and "City of
Clermont", a Florida corporation ("City"). "
WHEREAS, the Consultant is engaged in the business of Software, Hardware,
Networking & Communications sales consulting and support and related technology services;
and
. WHEREAS, the City desires to retain the services of the Consultant to provide to the
City certain technology sales, consulting and support services that shall be more fully specified
in separately executed Letter of Assignment(s).
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Ene:ae:ement. The City wishes to engage Consultant and the Consultant agrees to
accept such assignment(s) to perform certain of the tasks and consulting services in accordance
with the provisions of this Agreement and within the guidelines established and specified in the
Letter of Assignment(s).
2." Relationship of the Parties. The parties acknowledge and agree that the
relationship between them shall be one of independent contractor only. Consultant is not to be
considered an agent or employee of the City for any purpose and the City is interested only in the
results obtained under this Agreement.
3. Term. This Agreement shall commence on the date first above written and shall
continue in full force until terminated in accordance with the provisions of the Agreement.
4. Confidential/Proprietarv Information. The City agrees that all material and
information which has or will come into the possession or knowledge of the City, its employees,
associates, or subcontractors, in connection with this Agreement, including "this Agreement itself,
. or the performance hereof, consists of confidential and proprietary data and shall not be
. disclosed, in part or in whole, to any individual or entity not affiliated with the Consultant or the
. City. Nothing herein shall prohibit City form disclosing any such information as maybe required
by applicable law.
5. Records and Reportine. Consultant shall keep accurate records showing
adequate information to report activity, justification of fees and performance of services under
this Agreement. All records, reports, and other documentation made in the course of the
consulting activities performed hereunder, or in anticipation of the consulting work to be
performed in regard to this Agreement, shall at all times be and remain the sole property of
Consultant. Consultant agrees and acknowledges that the records, reports and other
documentation related to this project may be public records as defined in Florida's Public records
law and as such, Consultant agrees to disclose said records as may be required thereunder.
6. Compensation. For consulting services rendered by the Consultant to the City,
the City shall pay the Consultant a fee at the rate specified in the Letter(s) of Assignment; The
City agrees to reimburse Consultant for reasonable travel expenses that have been agreed upon in
the Letter(s) of Assignment.
Consultant is responsible for compensating its employees and all associated payroll taxes
and income taxes.
7. Scheduline. Work performed may be subject to scheduling constraints of
NewTrend Technologies, Inc., therefore specific delivery schedule requirements must be handled
. on a case by case basis. All software developed, unless otherwise specified in writing, is
Copyright NewTrend Technologies, Inc.
8. Copyriehts. Unless otherwise specified in writing, the client is granted a
perpetual, irrevocable, non-transferable license for internal use only. Resale or distribution is
prohibited to both the binary and source code of any NewTrend Technologies, Inc. developed
software applied in the course of development under this package and any derivative works.
Software used in the delivery of these services may include proprietary technology and may not
be disclosed to third parties without reasonable assurances of protection of the intellectual
property rights of NewT rend Technologies, Inc. Software and tools used in the delivery of
software and related services may hold copyrights or additional license restrictions. Other terms
and conditions may apply.
9. Payment. The City agrees that all consultant invoices will be paid within fifteen
(15) days of receipt of invoice. A 10% late fee penalty will be charged on all balances 30 days or
more past due.
10. - Termination of Åereement. Either party shall have the right to terminate this
Agreement at any time upon providing sixty (60) days written notice. Consultant shall be paid
for those services completed prior.to the time at which this notice was received.
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11. Notices. All notices permitted or required to be given to either party under this
Agreement shall be in writing and shall be deemed to have been given (i) by mail ( 3) days
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. prepaid in the u.s. Mails, addressed to the other party, and (ii) by any other reasonable method,
when actually received by the other party. A Copy of any notice hereunder from the City shall
be addressed to the Consultant at 202 Churchill Drive, Longwood, FL 32779. A copy of any
notice hereunder from Consultant to the City shall be addressed to the City of Clermont P.O. Box
120219 Clermont, Florida 34712-0219. Attention: Joseph E. Van Zile.
12. Non-Solicitation. The City agrees that during the term of this Agreement with
Consultant and for an additional period of two (2) years subsequent to each consulting engagement,
all consulting services contracted with employees of the Consultant, its representatives or with any
Sub-contractor's working on behalf of Consultant and previously approved by the City, shall fall
under the terms of this Agreement.
13. Hirine of Consultants Employees. The City agrees not to hire as an employee or
consultant any employee or consultant of the Consultant during the term of this agreement and for a
period of twelve (12) months from the termination of this agreement except upon prior written
approval of both parties. Consultant reserves the right to charge a fixed placement fee of 30% based
on the employee's annual total salary and annual total compensation package.
14. Hirine of City Employees. The Consultant agrees not to hire as an employee or
consultant any employee of the City during the term of this agreement and for a period of twelve
(12) months from the termination of this agreement except upon prior written approval of both
parties.
. 15. Remedies. In the event of breach of any of the terms or conditions contained herein,
either party may avail it self of any and all legal remedies available to it, including but not limited to
injunctive relief. Additionally, if consented to by both parties, any dispute hereunder may be
referred to arbitration, according to rules and procedures as agreed by the parties at the time of the
dispute.
16. Titles and Captions. All section titles or captions contained in this Agreement are
for convenience only and shall not be deemed part of the context nor affect the interpretation of this
Agreement.
17. Enforceabilitv. If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way
be affected or impaired thereby.
18. Amendment. This Agreement may be amended only by the written agreement by
the parties hereto.
19. Presumption. This Agreement or any section thereof shall not be construed against
any party due to the fact that said Agreement or any section thereof was drafted by said party.
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20. Limitation of Liabilitv. Consultant and its representatives shall use their best efforts
to perform the services identified under this Agreement and Letter of Assignment(s) with care, skill
and diligence in accordance with the applicable professional standards currently recognized for such
profession. The City acknowledges consultant is only able to provide services based on the quality
of information and work specifications supplied by customer. Consultant shall not be liable to
customer for any special direct, indirect or consequential damages including but not limited to lost
profits even if the parties have knowledge of the possibility of such damages.
21. No Third Party Beneficiarv. This Agreement is solely between the parties hereto
and no person not a party to this Agreement shall have any rights hereunder, either as a third party
beneficiary or otherwise.
22. Miscellaneous. The rights and duties of the parties hereunder are personal and may
not be assigned or delegated without the express written consent of the other party to this
Agreement.
23. Indemnification. Consultant agrees 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 Consultant.
24. Entire Ae:reement. Each party acknowledges that it has read this Agreement,
understands it, and agrees that it contains the entire understanding between and among the parties
and supersedes and merges all prior proposals, 'understandings and all other agre~ments, oral and
. written, between the parties relating to this Agreement.
25. Governine: Law and Venue. This Agreement and performance thereunder shall be
governed by and construed in accordance with the laws of the State of Florida. Venue for any and
. all cause of action hereunder shall be in Lake County, Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
~tten. '
~ewTrend Technologies, Inc. '
City of Clermont
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Signature: -H-c.ro tel 5 :-T:rv,' t 'of I -:fr:
Date:
I L /7 /0 <"¡
Address:
City of Clermont
P.o. Box 120219
Clermont, Florida 34712-0219
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NEWTRENV
TEOHNOLOGIES
LETTER OF ASSIGNMENT
As per the terms of Master Consulting Agreement No.NTI-2004- 7820, dated the 1 st day of November,
2004, City of Clermont assigns to NewTrend Technologies the following:
Scope of Project:
Provide Information Technology consulting and support in the area of
Hardware, Software, Voice Communications, Data Communications,
Data.Network Solutions, Website and other technology related
products and services. This includes comparing pricing from potential
and present suppliers/vendors of City of Clermont.
Commencement Date: November 1,2004
Term:
Compensation:
Location:
Support will be provided on an on-call basis.
Hourly Rate: $100.00 per hour.
On-Site service and support are billed as follows: 1 hour minimum; billed in
30 minute increments once the initial hour is surpassed.
Remote and/or Phone services and support are billed as follows: 30 minute
minimum; billed in 15 minute increments once the initial thirty minutes is
surpassed.
At any of the City of Clermont customer sites that exist on the date of the
execution of this agreement.
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. All Fees for Services and related expenses shall be paid by City of Clermont to NewTrend Technologies
within fifteen (15) days from the date City of Clermont receives an InvoiceÆxpense Report for Services
performed under this Agreement. InvoicesÆxpense Reports shall be submitted monthly for completed
Services. Any expenses shall be approved in advance and be in accordance with established reasonable
cost standards. All InvoicesÆxpense Reports will be submitted to City of Clermont, P.O. Box 120219,
Clermont Florida 34712-0219 or faxed to (352)394-4082.
The parties further acknowledge that certain conditions outside of their control, including but not limited
to Force Majeure, may result in the necessity to re-schedule the Assignment, with no penalty, at any
time prior to the Commencement Date of the Assignment.
IN WITNESS WHEREOF, the parties hereto have signed this Assignment the date and year first
written above by:
City of Clermont
B~ ~
Pri ed Name: ~&"'Q I c.t :-I.:....." ì II e, ..J r.
Title: V'lat..f°r
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