Loading...
2004-34 . Æ 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. . 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 . . 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. 8- I . . 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 ~ . Ie: r<ì 040"'" , 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 . . . . .. 'to Æ 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. . . ï . . 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 . .