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HomeMy WebLinkAboutR-99-0191µ ,4 �1 ku� � J-99-206 3/22/98 (� RESOLUTION NO. 9 9 6 A RESOLUTION OF THE MIAMI CITY COMMISSION, AUTHORIZING A SIX MONTH EXTENSION, FROM MARCH 29 - SEPTEMBER 29, 1999, TO THE PROFESSIONAL SERVICES AGREEMENT WITH MODIS CORPORATION UNDER EXISTING STATE OF FLORIDA CONTRACT NO. 973-584-99-1, FOR THE PROCUREMENT OF COMPUTER PROGRAMMING SERVICES FOR THE DEPARTMENT OF INFORMATION TECHNOLOGY, AND INCREASING PAYMENT FOR SAID SERVICES IN THE AMOUNT OF $75,000, FROM $50,000 TO $125,000; AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, TO EVIDENCE SAID EXTENSION; ALLOCATING FUNDS THEREFOR FROM ACCOUNT CODE NO. 001000.460101.6.270. WHEREAS, pursuant to Resolution No. 98-931, adopted September 28, 1998, the City Commission authorized the execution of a professional services agreement with Modis Corporation under State of Florida Negotiated Price Agreement (SNAPS) No. 991855 for a period of six months for the procurement of contract programming services for the Department of Information Technology; and WHEREAS, the SNAPS contract will expire on March 29, 1999, and Modis Corporation, in anticipation thereof, has entered into a contract with the State of Florida; and WHEREAS, the City continues to require uninterrupted cm cobud gSION bUMTYNG OF MAR 2 3 1999 R"ohvfim ram. 99a ��� programming services for YEAR 2000 technical preparations; and WHEREAS, Modis Corporation agrees to maintain the original price, terms and conditions for said services under State of Florida Contract No. 973-584-99-1 for a period of six months; and WHEREAS, funds are available from Account Code No. 001000.460101.6.270; and WHEREAS, the City Manager and the Director of Information Technology recommend extending the agreement with Modis Corporation, under existing State of Florida Contract No. 973-584-99-1, for an additional six month period and increasing payment for said services in the amount of $75,000; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. A six month extension, from March 29 - September 29, 1999, to the professional services agreement with Mocks Corporation, under existing State of Florida Contract No. 973-584-99-1, for the procurement of computer programming services for the Department of Information Technology, is hereby authorized and the payment for said services is hereby increased in the amount of $75,000, from $50,000 to $125,000, with funds 2 - 99- 191 0- therefor hereby allocated from Account Code No. 001000,460101.6.270. Section 3. The City Manager is hereby authorizedl/ to execute an amendment, in a form acceptable to the City Attorney, to said agreement to evidence said extension. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor/. PASSED AND ADOPTED this 23rd day of March 1999. JOE CAROLLO, MAYOR In accordance with Miami Code Sec. 2.36, since the Mayor did not indicate approval of this legislation by signing it in the designated place provided, said legislation now becomes effective with the elapse often (101 days om th to of ATTEST: regarding same, without the Mayor a rci 'F to fission action to s WALTER J. FOEMA Walter J. Foeman, City Clerk CITY CLERK I./ 2/ AND CORRECTNESS:. 68:CSK:BSS:RCL The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. - 3 - 99- 191 CITY OF MIAMI CITY ATTORNEY's OFFICE 1VMEVIORANDLIM TUt The Honorable Mayor and Members of the City Comr FROM; Alejandro Vilarello, City A DATE: March 22, 1999 RE: Agenda Item #14 M Proposed Resolution Modis Corporation ,' 1999 City Commission Meeting 206) for Professional Services Agreement with Please substitute the attached proposed Resolution Item #14 on the March 23, 1999 Commission Agenda. Thiswhich iseds as to accurately reflect the intentioresolution has been rev n of the request. The Resolution should read ... "increasing payment for said services in the amount of $75,000, from $50,000 to $125,000.11 c. Donald H. Warshaw, City Manager Walter J. Foeman, City Clerk 99- 191 *iia-.)84-99-I = Consults,: "Vices - IT (Modis) Page 1 or 1 Consultant Services - IT Modis 9 73-534-9 9-1- Effective: 11/06/98 through 11/05/99 Certification Special. Conditions Specifications Price Sheet Ordering Instructions Complete Contract State Contracts Main Index Contractors: Ordering Information Modis Vendor URL http://ww,w,modisit com Please send comments or questid9Ji�aion of Furl 'Thursday, January 21, 1999 Sq— 194 JL 4:20 PM Page I of I CERTIFICATION OF SERVICE CO.NTRAC'I' Suite 315 TITLE: Consultant Services -IT (Modis) BID NO.: 973-584-B CONTRACT NO.: 973-584-99-1 EFFECTIVE: November 6, 1998 CONTRACTOR(S): through November 5, 1999 Modis (A) SUPERSEDES: New ANY QUESTIONS, SUGGESTIONS, OR CONTRACT SUPPLIER PROBLEM MAY ARISE SHALL BE BROUGHT TO THE IS `VHIC 488-8303 SUNCOM 278-8303 E_ ATTENTION OF BOB GLOVER AT (85 A. AUTHORITY -Upon affirmative act taken b� bh �a� a state fl us of Flo Services - — October 28, 1998, a contract has been executed between the State of Floridarida Department of Manageme designated contractors. and the B. EFFECT - This contract was entered into to provide economies in the purchase Services -IT by all State of Florida agencies and institutions. Therefore, in Compliance Section 237.057, Florida Statutes, all purchases of these servicesp ase of Consultant Prices, and conditions of this contract and with the suppliers specified. should be made under the term C. ORDERING INSTRUCTIONS - All purchases shall be made in accordance with ordering instructions. Purchaser shall order at the prices indicated, of all Fe attached exclusive and local taxes. ederal, State All contract purchase orders shall show the State Purchasing con service with unit prices extended and purchase order totaled. tact number, description v when purchase is made by a blanket purchase order.) (This requirement may be waived D• CONTRACTOR PERFOR MANCE - Agencies shall report any vendor failure to perform according to the requirements of this contract on Complaint to Vendor, form PUR 701 the vendor fail to correct the problem within a prescribed period of time, then form7 Should Request for Assistance, is to be filed with this office. PUR 7029, E. SPECIAL AND GENERAL CONDITIONS - Special and general conditions Your' information. Any restrictions accepted from the supplier are noted on the rdering for instructions. F. CONTRACT APPRAISALg Provide your input and ecomme lotions foromract Appraisal, form PUR 7073 should be used for receipt no later than 90 days prior to the expiration n date of this contract rovements in the contract to State Purchasing Authorized Signature ML/sec Attachments Thursday, January 21, 1999 09— 01 tj 4:20 PM Page 1 of 9 SPECIAL, CONDITIONS This Agreement is entered into by and between the certified Contractor and the State of Florida, State Purchasing, Department of Management Services (State), to serve as a master agreement for the acquisition of Information Technology Consulting Services, by the State of Florida agencies and other eligible users in accordance with the Eligible Users paragraph. This agreement shall be effective when dated and certified by State Purchasing and shall remain in force for one year from the effective date, unless sooner terminated as provided herein. This agreement may be renewed for two (2) additional one-year periods upon the mutual written consent of the parties. Florida Law shall apply to any interpretation or definition of the parties' rights and obligations under this Agreement. This agreement, its attached addendum and appendices, statement of work, quotation, service description, and any purchase orders subsequently issued in connection therewith constitute the full and complete agreement between the parties. Any changes, modifications, or deletions to this agreement shall be in writing and contain the signature of the authorized representative of each of the parties. The Contractor shall have no authority nor obligation to commence work, or terminate work, in connection with any change to the contract, until the fee and/or schedule impact of the change is agreed upon by the parties in writing. Any disputes between the parties, shall be resolved in accordance with the Legal Requirements provision of the General Conditions contained in the Bidder Acknowledgment (PUR: 7031), and Florida Law. ELIGIBLE USERS Under Florida law use of State contracts shall be available to political subdivisions (county, local county board ofpublic instruction, municipal, or other local public agency or authority) and State Universities, which may desire to purchase under the terms and conditions of the contract. Such purchases shall be exempt from the competitive bid requirements otherwise applying to their purchases. t 's State means the State of Florida, its departments and divisions, and Eligible Users placing an order under this Agreement. ADDITIONAL ELIGIBLE USERS 5 =X Use of State contracts shall be available to Federal agencies and private non-profit educational terms and conditions of the contract. facilities as defined in Section 240.065, Florida Statutes, which may desire to purchase under the OPTIONAL CONTRACT USAGE In addition to the eligible users referenced above and with the consent of the successful bidder(s) purchases may be made under the terms and conditions of this Invitation to Bid/Request for Proposal, by governmental entities located outside the State of Florida. Appropriate ove ental entities' purchasing laws, rules and regulations shall apply to purchases made under cot PPY P act. Thursday, January ry21,1999 4:21 PM ' ,77 K� � �'f. s''E ¢.0 6 }' Page 2 of 9 ESTE-VIATED QUANTITIES It is anticipated that the State of Florida agencies, and other eligible users, will expend approximately $500,000 under any contract resulting from this Agreement. These estimated figures are given only as a guideline for planning and administration purposes and should not be construed as representing actual figures under the contract. SPECIAL ACCOMMODATION Any person requiring a special accommodation at State Purchasing because of a disability should call State Purchasing at (904) 488-8440 at least five (5) workdays prior to the negotiations. If you are hearing or speech impaired, please contact the Division by using the Florida Relay Service, which can be reached at 1 (800) 955-8771 (TDD). DELIVERABLES Information technology consulting services supplied by the contractor under this agreement are provided to assist the State. When specific services are required, the contracting agency will be responsible for preparing a statement of work/requirements for submission to the contractor and negotiating a contract which should include at a minimum: specific deliverables, personnel assigned, time period commitments and costs. The State shall be responsible for the operation and use of any deliverables provided under any contract resulting from this agreement, and for ensuring that they meet State's requirements. The State shall retain responsibility for its compliance with all Federal, State, and local laws and regulations. NOTICE TO CONTRACTOR The employment of unauthorized aliens by any contractor is considered a violation of section 247A(e) of the Immigration and Nationalization Act. If the contractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of the contract. PUBLIC ENTITY CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. VENDOR SURCHARGE FEE AND SUMMARY OF TOTAL SALES State Purchasing hereby imposes a vendor surcharge user fee of 1 % on contractors' sales under any contract resulting from this bid. The fee will be paid by the contractor and must be included in prices bid and cannot be added as a separate item. Use of this contract will be optional by State Agencies. If Thursday. January 21, 1999 0 ;9 _ 191 4:21 PM t Page 3 of 9 a State Agency, elects to purchase from a source other than the resulting State contract, such purchases shall be in accordance with Chapter 287, F.S., and 60A Florida Administrative Code. After receipt of payment from the contract purchases, all surcharge fees shall be payable to the State of Florida no later than 15 days after the end of each quarter. Vendor surcharge fee and contract number should be noted on the check and remitted to: State of Florida Department of Management Services P.O. Box 5438 Tallahassee, FL 32314-5438 Contract supplier shall furnish State Purchasing a detailed summary of sales at the end of each quarter. By submission of these Sales Summary reports and corresponding surcharge deposits, the contractor(s) is certifying their correctness. All such reports and fee deposits shall be subject to audit by the State of Florida. Sales sutnmary, shall include State contract numbers, contractor's namethe total of each service provided. , Failure to comply with these requirements will result in the contract supplier being found in default, in which case any and all reprocurement costs may be charged against the defaulting contractor and may result in immediate, unilateral cancellation of your contract by State Purchasing. PRICE LISTS On any contract where pricing is based on a Manufacturer's or Dealer's published price list (net or discounted), the price list must be provided by the BIDDER as part of the bid package in hard copy, and on a 3.5 inch diskette as a Word For Windows file. Any subsequent revisions shall be submitted in the same format to State Purchasing CONTRACT ADMINISTRATOR, for review and approval prior to implementation. Diskette must be formatted as: "Word for Windows" Font: Times New Roman 12 Preset tabs only Margins: .5 Left and .5 Right, .5 Top and 1.0 Bottom Portrait only -no landscape No Tables No Pleaders or Footers No Excel Files State Purchasing, at its discretion, may allow the CONTRACT HOLDER to configure its own Thursday, January 21, 1999 J�— 4:21 PM AL CON DITIONci.­%0 PRICE L[S'I' ofeligible offerins and tPage 4 of 9 go post the prices on the CONTRACT MOLDERS Internet I Ionic Page. However, all initial pricing and any subsequent price changes must be reviewed and approved by State Purchasing Contract Administrator before they can be posted to the CONTRACT HOLDER Internet Home Page. failure to submit the information required in this section will be grounds for disqualification of your bid and/or removal from any resulting contract. INTERNET HOME PAGE The Contract resulting from this bid will become a public document. The State of Florida, State Purchasing is using the Florida Communities Network (FCN) on the Internet World Wide Web (WWW) to distribute State Term Contracts and product information to eligible users and other interested entities who may subscribe to this service and pay the appropriate access fee. While not required at this time, each CONTRACT VENDOR is encouraged to develop and maintain a HOME PAGE on the Internet WWW. The Home Page must be compatible with the most recent version of browser software being used by State Purchasing. As of the writing of this solicitation, Netscape Navigator 3.0 is the DOP browser standard. The DOP intends to upgrade to new browser versions, as they become available and fully tested, at its discretion. The Universal Resource Locator (URL) for the INTERNET HOME PAGE must be listed in the space provided on the Ordering Instructions page of the bid. ORDER OF PRECEDENCE In the event of a conflict between the provisions of the State Term contract General Conditions and Special Conditions, and any other provisions, which may become a part of this Agreement, the terms and conditions of the State Term contract and State Purchase Orders shall take precedence and govern. CONFIDENTIAL INFORMATION In connection with any contract, which results from this Agreement, each party may have access to confidential information made available by the other. Each party shall protect such confi information in the same manner as it protects its own confidential information of like kindential Disclosure of any confidential information received by the State of Florida will be governed by the provisions of the Florida Public Records Act, Chapter 119, Florida Statutes. INDEPENDENT CONTRACTOR In connection with this Agreement each party is considered an independent contractor and as such will not have any authority to bind or commit the other. Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. FORCE MAJEURE Neither party shall be liable for any delays or failures in performance due to circumstances beyond its control. Thursday, January 21, 1999 SN.ClAl. CONDITION I'age 5 of 9 LIMITATION OF REMEDIES Contractor's entire liability and the State's exclusive remedy shall be as follows: In all situations involving performance or non-performance of machines or programming (other than licensed programs) furnished under this Agreement, the State's remedy is (a) the adjustment or repair of the machine or replacement of its parts by Contractor, or at Contractor's option, replacement of the machine or correction of programming errors, or (b) if, after repeated efforts, Contractor is unable to install the machine or a replacement machine, model upgrade or feature in good working order, or to restore it to good working order, or to make programming operate, all as warranted, the State shall be entitled to recover actual damages to the limits set forth in this Special Condition. For any other claim concerning performance or non-performance by Contractor pursuant to, or in any other way related to the subject matter of, this Agreement or any order under this Agreement, the State shall be entitled to recover actual damages to the limits set forth in this Special Condition. If this contract is for the purchase of hardware maintenance services, then the following shall apply: Contractor's entire liability and the State's exclusive remedy for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to actual damages up to the greater of $100,000 or an amount equal to 12 months maintenance charges for the specific machines under this Agreement that caused the damages or that are the subject matter of, or are directly related to, the cause of action. Such maintenance charges will be those in effect for the specific machines when the cause of action arose. The foregoing limitation of liability will not apply to (a) the payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties" or to (b) claims for reprocurement costs or costs to cover pursuant to State Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangible personal property caused by the Contractor's negligence or tortuous conduct. If this contract is for purchase of software maintenance services, then the following shall apply: Contractor's entire liability and the State's exclusive remedy for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to actual damages up to the greater of $100,000 or an amount equal to 12 months maintenance charges for the specific software product under this Agreement that caused the damages or that are the subject matter of,.or are directly related to, the cause of action. Such maintenance charges will be those in effect for the specific software product when the cause of action arose. The foregoing limitation of liability will not apply to (a) the payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties", or to (b) claims for reprocurement costs or the cost of cover pursuant to State Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims by the State for personal injury or damage to real property or tangible personal property caused by Contractor's negligence or tortuous conduct. If this contract is for services other than hardware or software maintenance, then the following shall apply: Contractor's entire liability and the state's exclusive remedy for damages to the state for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to actual damages up to the greater of $100,000 or an amount equal to the charges invoiced for the services which are the subject matter of, or are directly related to, the Thursday, January 21, 1999 4:21 PM ze;;¢7`YXt� sra$.:.� n. ,�'.*3.'�"x�.`�' ;.^zg;-�+v > ..erg•.wws.r.rox•:...gr.�.:c+ws,+a=rquw� a j Ry1�. ,SPECIAL CDND1TION � � Page 6 of 9 cause of action. The foregoing limitation of liability will not apply to (a) the payment ofcost and damage awards referred to in "Patents and Royalties" or to (b) claims for reprocurement costs or costs to cover pursuant to State Purchasing Rule 60A-1.006(4) entitled "Default". or to (c) claims by the Department for personal injury or damage to real property or tangible personal property caused by the Contractor's negligence or tortuous conduct If this contract is for the acquisition of licensed programs, including personal computer licensed programs, then the following shall apply: Contractor's entire liability and the State's exclusive remedy shall be as follows: In all situations involving performance or non-performance of licensed programs furnished under this Agreement, the State's remedy is (1) the correction by the Contractor of licensed program defects, or (2) if, after repeated efforts, the Contractor is unable to make the licensed program operate as warranted, the State shall be entitled to recover actual damages to the limits set forth in this section. For any other claim concerning performance or non-performance by the Contractor pursuant to, or in any way related to, the subject matter of this Agreement the State shall be entitled to recover actual damages to the limits set forth in this section. Contractor's liability for damages to the State for any cause whatsoever, and regardless of the form of action, whether in contract or in tort including negligence, shall be limited to the greater of $100,000 or the one time charges paid for, or any monthly license or initial license charges which would be due for 12 months use of the licensed program that caused the damages or that is the subject matter of, or is directly related to, the cause of action and shall include any initial or process charges paid to the Contractor. This limitation of liability will not apply to (a) the payment of cost and damage awards referred to in General Condition 14 entitled "Patents and Royalties" or to (b) claims for reprocurement costs or the cost of cover pursuant to State Purchasing Rule 60A-1.006(4) entitled "Default", or to (c) claims for personal injury or damage to real or tangible personal property caused by the Contractor's negligence or tortuous conduct. Contractor shall hold and save the State harmless for any and all suits and judgments against the State for personal injury or damage to real or tangible personal property caused by Contractor's tortuous conduct in the performance of this Agreement provided that, (a) the State promptly notifies Contractor in writing of any claim, and (b) Contractor shall be given the opportunity, at its option, to participate and associate with the State in the control, defense and trial of any claims and any related settlement negotiations and, provided further, that with respect to any claim, or portion thereof, for which Contractor agrees at the initiation of such claim that Contractor shall save and hold the State harmless, Contractor shall have the sole control of the defense, trial and any related settlement negotiations, and (c) the State fully cooperates with Contractor in the defense of any claim. In no event, however, will Contractor be liable for (a) any damages caused by the State's failure to perform the State's responsibilities, or for (b) any lost profits or other consequential damages, even if Contractor has been advised of the possibility of such damages, or for (c) any claim against the State by any other party, except as provided in the hold harmless provision of the preceding paragraph of this Special Condition and except as provided in the General Condition entitled "Patents and Royalties", or for (d) any damages caused by performance or non-performance of machines or programming located outside the United States or Puerto Rico. PAYMENT Charges for Information Technology Consulting Services will be invoiced as the services are Thursday, January 21. 1999 a9 191 4:21 PM SPECI;IL CONUI-I 101 Page 7 of performed, or in accordance with a performance schedule established and agreed to between the contracting parties. Payments will be made in accordance with Section 215.422, Florida Statutes, which delineates Contractor's rights and State's responsibilities concerning time allowances for payment of invoices and applicable interest penalties. Invoices for travel and living expenses, if authorized under provisions of this agreement, shall be submitted in accordance with Section 112.061, Florida Statutes. PRICE PROTECTION The contractor's current Iist prices for Information Technology Consulting services are attached to this Agreement as Appendix A, Information Technology Consulting Services. Charges for Information Technology Consulting Services may be discounted off the contractor's then current list prices for such services, for project or volume hours, provided however, that the contractor's list prices for services under this Agreement will not increase above those prices in Appendix A for one year after the effective date of this Agreement. CHANGES IN PERSONNEL The contractor may assign, reassign and substitute personnel at any time. In the event it becomes necessary for the contractor to substitute key personnel, such substitution will take place in consultation with the State and will be made upon the State's prior approval, which will not be unreasonably withheld. DEFAULT The following paragraph is added to Paragraph 10 Default of the General Conditions: The State, or the contractor, upon giving thirty (30) days written notice identifying specifically the basis for such notice, may terminate this Agreement or any Eligible User contract, for breach of a material term or condition of this Agreement or the applicable Eligible User contract, as the case may be, provided the breaching party shall not have cured such breach within the thirty (30) day period. In the event of such termination by the contractor or termination by the State, the contractor shall be paid for all satisfactorily delivered services and allowable related expenses incurred prior to the date of termination. ASSIGNMENT Paragraph 13 of the General Conditions is amended to add the following: Notwithstanding the foregoing, the contractor may assign the right to receive payments under this Agreement with the State's prior written consent, which shall not be unreasonably withleld. Any such assignment however will not change the obligations of the contractor to the State. If third party products are to be procured on behalf of the State, the procurement will be accomplished by the State in accordance with the Eligible User's purchasing rules and methods. WARRANTIES Information Technology Consulting Services will be performed by the contractor in a professional Thursday, January 21, 1999 ZO) J,_ ID 1 4:21PIVI :•a ,�+"'vu':,»a,+,sr:�^!"gp.+=m�,,.:ai:zira�s,R�-4:s -' _M,ra�zux ,....�:V4,..�"`�., ...... ..��rk;.,��l�ix���� i - SPEGIA1, CO)NDf -10N; Page 8 of and workmanlike manner. Except as expressly stated in this Agreement, there are no warranties, expressed or implied. TI IE CONTRACTOR DISCLAIMS ANY I��IPLIED WARRANTIES OF NiERCHANTAMLITY AND FITNESS FOR A PARTICULAR PURPOSE. CONTRACTOR WARRANTIES EXTEND SOLELY TO THE STATE. INTELLECTUAL PROPERTY Any ideas, concepts, know-how, data processing techniques, software, documentation, diagrams, schematics or blueprints developed exclusively by contractor personnel in connection with Information Technology Consulting Services provided to State will be the exclusive property of the contractor. Any joint or future software development effortwill be subject to a separate agreement signed by State and the contractor, wherein all ownership and license rights to such developed product shall be specified in detail. In the absence of such agreement, each party shall maintain sole ownership of its own protectable proprietary materials, which are developed or owned solely by State or the contractor, respectively. Nothing in this Agreement shall affect in any way the contractor, or third party, ownership of all right, title and interest in and to any existing contractor, or third party, system software, application software, routines, techniques, ideas or formulae which may be utilized in whole or in part by the contractor in performing services for State, or any modifications, enhancements or derivative works thereof, which shall remain solely the property of the contractor. STATE RESPONSIBILITIES The State understands that the contractor's performance may be dependent on the State's timely and effective satisfaction of the State's responsibilities under the agreement and timely decisions and approvals by the State. The Contractor shall be entitled to rely on all decisions and approvals of the State in connection with its services under the Agreement. YEAR 2000 COMPLIANCE WARRANTY The contractor warrants that each item of hardware, software, and/or firmware delivered, developed or modified under this contract shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the item documentation provided by the contractor, provided that all items (e.g. hardware, software, firmware) used in combination with other designated items properly exchange date data with it. The duration of this warranty and the remedies available to the State for breach of this warranty shall be as defined in, and subject to, the terms and limitations of any general warranty provisions of this contract, provided that notwithstanding any provision to the contrary in such warranty provision(s), or in the absence of any such warranty provision(s), the remedies available to the State under this warranty shall include repair or replacement of any item whose non-compliance is discovered and made known to the contractor in writing within ninety (90) days after acceptance. Nothing in this warranty shall be construed to limit any rights or remedies the State may otherwise have under this contract with respect to defects other than Year 2000 performance. YEAR 2000 REMEDY CLAUSE Thursday, January 21, 1999 4:21 PM �,r��,�iu•„k�'a''�,r�v'�s�'�"`�`%?�"i�3.a:vx—v..wwm«,-,..�.�r...a:..�wssrF�:,^�r`�r ¢�,'C� r SPI?C[:�[ C(7i�1D111(�i107. Page 9 of 9 In the went of any decrease in hardware or software program functionality related to time and date related codes and internal subroutines that impede the hardware or software: programs from operating beyond the Millennium Date Change, Licensors and Vendors of Licensors products, agree to immediately make required corrections to restore hardware and software programs to the same level of functionality as warranted herein at no charge to the licensee, and without interruption to the ongoing business of the licensee, time being of the essence. TRAVEL EXPENSES AND WORK TIME Travel expenses will be paid pursuant to the provisions of Section 112.061, Florida Statutes. Services will be provided Monday through Friday, excluding holidays, during the normal work hours of the client's office at the Florida Hourly Rate per person. VENDOR RESPONSE SYSTEM To access an interactive Voice Response System for vendor payment inquiry, Vendors may call . (850) 413-7269 between 7 a.m. and 6 p.m. Monday thru Friday to check on the status of payments by State agencies. The system can accommodate English and Spanish speaking callers. INSURANCE, WORKER'S COMPENSATION The contractor shall take out and maintain during the life of this agreement, Worker's Compensation Insurance for all of his employees connected with the work of this project and, in case any work is sublet, the contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the contractor. Such insurance shall comply fully with the Florida Worker's Compensation law. In case any class of employees engaged in hazardous work under this contract at the site of the project is not protected under the Workmen's Compensation statute, the contractor shall provide, and cause each sub -contractor to provide, adequate insurance, satisfactory to the Purchaser, for the protection of his employees not otherwise protected. APPENDICES TO AGREEMENT The following is a listed appendix to this agreement, which is attached hereto and incorporated by reference into this agreement. Appendix A - Information Technology Consulting Services Thursday, January 21, 1999 S F ~ 09 9- 4:21PM l Appendix A - Company Profile ram,. Appendix A Information Technology Consulting Services Openware, A Niodis Solutions Company Page I of modis is the information technology services division of Accustaff Incorporated, a $2.5 billion dollar services firm headquartered in Jacksonville, Florida. modis has over 10,000 information technology consultants on billing and will generate over $1 billion in revenues in 1998. From our network of over 100 branch offices in the United States, Canada and the United Kingdom, we provide services to over 5,000 corporate and government clients. Our staff is comprised of 90% employees and 10% subcontractors from third party corporations. We provide our consultants with a full benefit package including medical, dental, insurance and a 401K pension plan. Additionally, all of our consultants have access to our corporate Internet training system which offers over 100 technical courses. Our staff has an average five years experience in data processing experience. Their skills breakdown as follows: Client/Server Development 30% Mainframe Development 25% ERP Implementation 20% Database Engineering 5% Management/Process Consulting 5% Intemet/Intranet Development 5% Year 2000 Renovation 5% Technical Support/Network/Helpdesk 2.5% Business Subject Matter Consulting 2 5% modis provides application development ,project management, systems analysis, database management and systems integration services on an individual engagement or project team basis. modis is an SAP Logo Partner and we have active R/3 implementation projects underway in the U.S., U.K., Western Europe and the Middle East. modis is also a Peoplesoft implementation partner. YEAR 2000 SERVICES: MOWS, is uniquely qualified to partner with our clients on Year 2000 projects. In addition to developing, enhancing and supporting robust platform/database independent 4GL tools, modis has acquired extensive renovation experience and is well positioned in the marketplace to successfully complete Year 2000 conversions for companies of all sizes. We are also leaders in the mainframe market in performing "legacy systems" migrations. This means migrating COBOL and other mainframe based applications to open systems, primarily the UNIX and NT platforms, utilizing relational database technology. Typically these projects involve converting the entire suite of a company's legacy systems to a new platform and concurrently migrating andre-engineering the database accesses to support the new relational database. These types of projects are technically far Thursday, January 21, 1999 99- 101 4:21 PM } Appendix A. more complex than a Year 2000 renovation. Page 2 OF Overall, inodis combines many strengths to be a premier Year 2000 solutions provider: great depth of legacy systems conversion and development experience high quality technical staffing capabilities extensive project management experience on complex projects using modis's proven project methodology partnerships with many of the most strategic IT vendors, including our Micro Focus Year 2000 Partnership referenceable history finishing projects on -time and on -budget years of experience developing and using automated parsing tools on COBOL and other mainframe legacy code proven testing methodology for testing system -wide changes experience integrating automated tools for large conversion efforts All of these strengths have helped us to become an excellent choice for doing Year 2000 renovation projects. Thursday, January 21, 1999 0._ $ 9 1 4:21PM USE CUti1MUU[TY NC ER 973-500 TO PROCESS ORDEK'�7-"`� Pagc 1 of i ]PRICE SHEET MODIS USE COMMODITY NUMBER 9----------------- 73-500 TO PROCESS ORDERS UNDER THIS Project Director CONTRACT Senior Project Manager $110/hr - $175/hr Project Manager $100/hr - $1.50/hr Technical Architect $90/hr - $140/hr Year 2000 Support Specialist $80/hr - $130/hr Year 2000 Programmer $80/hr - $120/hr ERP Consultant $75/hr - $110/hr Senior Systems Analyst $100/hr - $225/hr Programmer/Analyst $80/hr - $120/hr Mainframe DBA $60/hr - $100/hr Technical Writer $80/hr - $125/hr $60/hr - $80/hr Thursday, January 21, 1999 99-- 191 4:22PM oRnER1Nc 1NSTR1_rc-7N'NS Page I of 1 ORDERING INSTRUCTIONS -------------- MODIS NOTE: ALL ORDERS SHOULD 13E D1REC -1-ED I'O: SPURS VENDOR NUMBER: F-610100600-001 VENDOR: Modis A STREET ADDRESS OR P. O, BOX: 1 Independent Drive, I0h Floor CITY, STATE, ZIP: Jacksonville, FL 32202 TELEPHONE: (904) 360-2112 FACIMILE NO.: (904) 360-2110 SERVICES INFORMATION: DIRECT INQUIRY TO: NAME AND TITLE: Matthew G. AIford, Co orate Staffin Mana er ADDRESS: 1 Independent Drive 1 Oth Floor CITY, STATE, ZIP: Jacksonville FL 32202 TELEPHONE: (904) 360-2148 FACIMILE NO.: (9O4) 360-2199 URL HOME PAGE ADDRESS: ELECTRONIC �'� ww-modisit.com MAIL ADDRESS: malford jax openware com Thursday, January 21, 1999 99— 191 4:22PM r7) Openware A►nv4sSolutions Co mpany Consulting Services Agreement This agreement is entered into on November 15, i 1998 b Company, (hereinafter referred to as modis) and the Ci of Miam�ane' '� moths Solutions Client), whose address is 444 SW 20d AVenue, Miami Florida 33130 eremafter referred to as 1. modis is in the business of providing consulting services. 2. Client has requested that modis provide consulting services to Client Consultants (hereafter "Consultants,)w through sets forth the terms on which mode hs a o are approved by Client. This Agreement the compensation which Client has a Breed to provide such services to 3. modis shall greed to pay to modis. Client and Provide to Client the names, resumes, and hourly rates of Consul whom modis believes maybe acceptable to Client. responsibility and discretion to de Client shall have sole �� whether to contract with modis for the whether any CosW�t a suitaerredble and If Client determines that an services bl any Consultant ref modis shall direct the Consultant to mendeant r suitable, er viiccs�fo lient halls noti y by moans. modis the �' modis and Clienta specified hourly rate for time spent by the or Client a rend t shall pay Payment shall be made every 30 days and within 45 days of odrgs sinvoiceo to Client. 4. Upon Client's decision to contract a modis Consultant, Engagement Letter for each modis will provide an Consultant which assigned to the engagement, the expected duration. rate and anlaci anticipated duties. 5• ►srodis's standard fee forspecific Consultant 25% of candidate's permanent placement of candidates presented to Client is annualized remuneration As the Client is a ov this fee will be waived after the candidate has worked as a consultant at the Clientcy site for no less than 12 contiguous months. i-- 1 Initialal b• modis agrees not to hire or solicit employment of any employees of Client with whom modis comes into contact as a result of work under this term of this agreement and for 6 months after agreement during the agrees not to hire or solicit the employment termination of last engagement, Client during the term of such C t, yment m any Consultant assigned to Client termination of the engagement. mtodas reserves and for six months the event ewes the right to waive this after the that mode and Consultant mutually agree that Consultant should join m Client staff. Any fees due from Client to modis which are not paid when due shall bear until paid in full at the rate of one and one-half percent 1 %, shall a interest p y all modis's costs of collection, including ( ) pm' month and Client 8. Client shall not refer any Consultants presented b reasonable attorn Process for an ey's fees. y Client contracting en y ►►'odis during the selection any company or individual outside ofgC'gemenern or'Permanent placement positions to from modis. ploy without written authorization 1 Independent Drive • 10th Floor. Jacksonville, FL 32202 • 2 90`y360-100 • �. 904f360-2199 fax • vyyyyvpP�jw.�p6re.com 4002 9. Client acknowledges and agrees that any Consultant may discontinue rendering services for modis and Client at any time. modis does not guarantee to Client that any Consultant will render services for any specified period of time. However, as a standard practice, and whenever possible, modis agrees to provide a two (2) week written notice of any Consultant's departure from the engagement if it takes place before its scheduled completion. In addition, modis agrees to make a best effort to replace that Consultant in such a way as to minimize the impact of Consultant's departure to Client. Should the Client find the candidate unsatisfactory to perform the duties required by client within the first two weeks of service under this contract the client may request that modis replace this candidate with there being no charge for the first two weeks of the initial candidate. Should the client find the candidate unsatisfactory to perform the duties required by client after the initial two weeks and modis replaces this candidate the client will not be billed for the initial two weeks of the new candidate. The client will be billed for all hours worked by the initial candidate if he/she has worked in excess of the original two week period. Initial Initial 10. modis acknowledges and agrees that Client may discontinue use of Consultant's services with three (3) days written notice to modis. In the case of dissatisfactory services by the Consultant, this three (3) days notice period may be waived. 11. All secrets or confidential or proprietary information of Client disclosed to modis's Consultants or other representatives shall be regarded as having been disclosed in confidence and shall not be passed on to any third party or in any way utilized by modis during or following the termination of this agreement, unless by prior written agreement of Client. All secrets or confidential or proprietary information of modis disclosed to Client shall be regarded as having been disclosed in confidence and shall not be passed on to a third party or in any way utilized by Client during or following the termination of this agreement, unless by prior written agreement of modis. 12. Client agrees that modis's liability for acts and omissions allegedly causing property damage to Client's property shall be limited to the amount of modis's applicable liability insurance and shall not exceed the cost to repair or replace (if necessary) the damaged property. 13. Neither Client nor modis shall have any liability to the other for lost profits or other consequential damages. 14. Any suit on any claim of either Client or modis against the other for property damage or bodily or other injury shall be brought within one (1) year of the date of the act causing the damage of injury. 15. modis subscribes to Equal Opportunity practices of the Federal and State governments. We will refer all qualified candidates without regard to race, color, national origin, sex, age, physical handicap or medical condition. 16. This agreement shall be governed by Florida law. 17. The addendum attached hereto is incorporated into and made part of this agreement. 99- 101 Open are, odis S utions Group - modis By: Its: City of Miami - nald H. Warshaw, City Manager Its: MSr, w CfiY ArrORNEV ECTNESS; S9- 191 Miami computer ID 30)q-410-2150 OCT 13' 9:38 No.005 p.05 ADDFNDUM T( tiQNSULTINC SERVICES AQgF,F ENT THiS ADDENDUM is made this l�y—day of 1 > �, ,,� 1998, and is incorporated into and made a part of that certain Consulting Services Agreement (the "Agreement") dated of even date herewith between Openware, A modis Solutions Company ("modie') and the City of Miami ("Client") I • TERM: The terns of* this Agreement shall be six (6) months commencing on 1998. Client shall have the right to extend the terns for an additional six (6) months period under the same terms. 2. COMPENSATION: (a) The amount of* compensation payable by the City to modi.• shall be based on the hourly rates described in Attachment "A" hereto, which by this reference is incorporated into this Agreement, provided, however, that ut no event shall the amount of compensation payable hereunder exceed 550,000 during the term hereof. (b) Payment shall be made within forty five (45) days after receipt of m(NII. 's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. If mudls is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 1 ] 2.061. Florida Statutcs. (c) Modis represents to the Client that the hourly rate charged to the Client hereunder shall not be less favorable than those applicable under existing State of Florida Negotiated Agreement Price Schedule (SNAPS) No. 991855. 3• AUDIT ANi) INSPECTION RIGHT'S:The Client may, at reasonable times, and for a period of up to three (3) years following the date of final payment hereunder, audit, or cause, to be audited, those books and records of mod& which are related to modis's performance under this Agreement. modis agrees to maintain all such books and records at its principal place of business for a period of three (3) years alter final payment is made under this Agreement. 4• AWARD OF AGREEMENT:' modl.s represents and warrants to the Client that it has not employed or retained any person or company employed by the Client to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any perswt any fee, commission, percentage, brokerage fee, or gilt of any kind contingent upon or in connection with, the award of this Agreement. S. PUBLIC: RECORDS: . tnodi.s understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the Client and the public to all documents subject to disclosure under applicable law. mvdi.s's failure or refusal to comply with the provisions of this section shall constitute an event of default under this Agreement. , 101 e rqw n r{ s;w* �aiid*.'- .t,��siv zc�..,crtrrS „� t U L-' l � s 9 : 59 No , 005 P . 06 6. PIONUt5C:1t1Ni [NAT, ; mrxh.v represents and wart'a to the Client that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with it's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. mmli.v further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 7. I] IDF-PENDENT CONTRA,C,TUR: moklhr has been procured and is being engaged to provide Consultants to the Client as an independent contractor, and not as an agent or employee of the C:lient.. Accordingly, no Consultant rendering services to the City under this Agreement shall attain, or be entitled to, any rights or bcne^fits under the Cavil Service or Pension Ordinances of the City of Miami, nor any rights generally of%rded classified or unclassified employees. mmlis understands and agrees that Florida Workers' Compensation benefits available to employees of the City arc not available to the Consultants, and agrees to provide workers' compensation insurance for the Consultants rendering services to the Client tinder this Agreement. S. CONTINGENC:Y QAU Funding for this Agreement is contingent on the availability of funds and is subject to amendment or termination due to lack or reduction of funds upon thirty (30) days notice. 9. COUNTERPARTS: This Agreement may be executed in two or more countcrparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 10. APPROVAL BY TIIF. OYERSiG1IT BOA The State of Florida has appointed an Emergency Financial Oversight Board (the "Oversight Board") which is empowered to review and approve all pending City of Miami contracts. As a result, contracts shall not be binding on the city until such time as they have been approved by the Oversight Board. Execution of this Agreement by the City Manager shall constitute evidence ofits approval by the Oversight Board. In the event of a conflict between the provisions of the Agreement and this Addendum, the provisions of this Addendum slisil control. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the day and year above written. ATTEST: .� FoPan, "Client" CITY OF MIAMI, a municipal corporation By. Do ald 11. Warshaw, City Manager 09- 191 f ty .of Miami computer 1305-416-2150 ATTEST: �..K______.1J-A- Yrint Pdarnc: Title: Corporate Secretary APPROV5po O FORM AND COR IV S; za Vilarello .ity Attorney OCT egg 9:39 No.005 P.07 "me(lisGOMPAW " Opcnware, A modis Solution corporation By: - Print Name: (- p, �' — Title: President APPROVED AS TO 1NSURAN(:H RLQUIlt NTS: Mario Soldcvilla, Administrator Risk Management I)ivision 99_ 101 AWARDED UNDER STATE OF FLORIDA CONTRACT NO.973-584-99-1 ITEM: Computer Programming Services DEPARTMENT: Information Technology TYPE OF PURCHASE: Six-month period REASON: The current contract with the State of Florida SNAPS expires on March 29, 1999, and Modis Corporation, in anticipation thereof , entered into a contract with the State of Florida. RECOMMENDATION: IT IS RECOMMENDED THAT THE Award UnderStateContracts ATTACHED PROFESSIONAL SERVICE AGREEMENT WITH MODIS CORPORATION., A NON-MINORITY/NON- LOCAL VENDOR, BE EXTENDED UNDER THE EXISTING STATE OF FLORIDA CONTRACT NO. 973-584-99-1, AND FURTHER INCREASING SAID AGREEMENT FROM $50,000.00 TO $75,000.00, FUNDS ARE HEREBY ALLOCATED FROM ACCOUNT CODE NO. 00 1000.460101.6.270. 1f9_ 1.91 f z.