1196-The Omega Group - CrimeView Software/TrainingV
CITY OF SANFORD — CONTRACT
CRIMEVIEW SOFTWARE
THIS AGREEMENT made and entered into the 17th day of December
2007 by and between the:
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
a municipal corporation of the State of Florida, holding tax exempt status, hereinafter
referred to as the "CITY" and:
The Omega Group authorized to do business in the State of Florida, whose principal I
address is 5160 Carroll Canyon Road, First Floor; San Diego, California 92121
hereinafter referred to as the CONTRACTOR.
The CITY and the CONTRACTOR are collectively referred to herein as the Parties
WI TNESSETH:
WHEREAS, the CITY desires to retain the CONTRACTOR to furnish goods
and /or services and perform those tasks generally described in Section 2, and made
part hereof, as subsequently specifically set out in Purchase/Work Orders to be issued
under this Agreement; and
WHEREAS, the CITY desires to employ the CONTRACTOR for the performance
to support the activities, programs and projects of the CITY upon the terms and
conditions hereinafter set forth, and the CONTRACTOR is desirous of performing and
providing such services upon said terms and conditions; and
WHEREAS, the CONTRACTOR hereby warrants and represents to the CITY
that it is competent and otherwise able to provide professional and high quality goods
and /or services to the CITY; and
WHEREAS, all submissions submitted by the CONTRACTOR in the
proposals /bid submitted to the CITY hereby incorporated herein to the extent not
inconsistent with the terms and conditions as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
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sufficiency of which is hereby acknowledged, it is agreed by and between the parties
hereto as follows:
SECTION 1: GENERAL PROVISIONS.
(a). The term "CONTRACTOR" as used in this Agreement is hereby defined herein to
include all principals of the CONTRACTOR including, but not limited to, full time
employees, professional or otherwise, and all other, agents, employees and /or
subcontractors retained by the CONTRACTOR to perform its obligations hereunder.
(b). The CONTRACTOR acknowledges that the CITY may retain other service
providers to provide the same services for CITY projects. The CONTRACTOR
acknowledges that the CITY, at the CITY's option, may request proposals from the
CONTRACTOR and the other service providers for CITY projects. The CITY reserves
the right to select which service provider shall provide services for the CITY projects.
(c). The CONTRACTOR agrees to provide and ensure coordination between goods/
services providers.
(d). The recitals herein are true and correct and form and constitute a material part of
this Agreement upon which the parties have relied.
(e). Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement, and that it has the legal authority to enter into this
Agreement and to undertake all obligations imposed on it. The person(s) executing this
Agreement for the CONTRACTOR certify that he /she /they is /are authorized to bind the
CONTRACTOR fully to the terms of this Agreement.
(f). Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement to include, but not be limited to, each Purchase/Work
Order. The parties covenant and agree that they shall diligently and expeditiously
pursue their respective obligations set forth in this Agreement and each Work Order.
(g). When the term "law" is used herein, said phrase shall include statutes, codes,
rule and regulations of whatsoever type or nature enacted or adopted by a
governmental entity of competent jurisdiction.
(h). Packages must be plainly marked with the shipper's name and the Purchase
Order Number; charges are not allowed for boxing or crating unless previously agreed
upon in writing.
(i). All materials must be shipped F.O.B. Destination. The CITY will not pay freight
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or express charges, except by previous agreement. CONTRACTOR shall PREPAY
SHIPPING CHARGES AND ADD TO INVOICE. Delivery must actually be affected
within the time stated on Purchase Order. The CITY reserves the right to cancel this
order and purchase elsewhere if delivery is not timely as stated on the Purchase Order.
Deliveries shall be made between 8:00 A.M. and 5:00 P.M., Monday through Friday
unless otherwise stated. In case of default by the CONTRACTOR, the CITY may
procure the articles or service covered by this order from other sources and hold the
vendor responsible for any excess expense occasionally thereby.
(k). The CONTRACTOR shall furnish the CITY with a current Material Safety Data
Sheet (MSDS) on or before delivery of each and every hazardous chemical or
substance purchased. Appropriate labels and MSDSs shall be provided for all
shipments.
(1). The CONTRACTOR hereby guarantees the CITY that all material, supplies,
services and equipment as listed on a Purchase Order meet the requirements,
specifications and standards as provided for under the Federal Occupations Safety and
Health Act of 1970, from time to time amended and in force on the date hereof.
(m). It is agreed that nothing herein contained is intended or should be construed as
in any manner creating or establishing a relationship of co- partners between the parties,
or as constituting the CONTRACTOR (including, but not limited to, its officers,
employees, and agents) the agent, representative, or employee of the CITY for any
purpose, or in any manner, whatsoever. The CONTRACTOR is to be and shall remain
forever an independent contractor with respect to all services performed under this
Agreement.
(n). Persons employed by the CONTRACTOR in the provision and performance of
the goods and /or services and functions pursuant to this Agreement shall have no claim
to pension, workers' compensation, unemployment compensation, civil service or other
employee rights or privileges granted to the CITY's officers and employees either by
operation of law or by the CITY.
(o). No claim for goods and /or services furnished by the CONTRACTOR not
specifically provided for herein shall be honored by the CITY.
SECTION 2: SCOPE OF SERVICES.
(a). The Scope of Services is attached hereto as Exhibit "A ".
(b). The CONTRACTOR shall diligently and in a professional and timely manner
perform and provide the services included in each subsequently entered
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Purchase/Work Order. Unless modified in writing by the parties hereto, the duties of the
CONTRACTOR shall not be construed to exceed the provision of the goods and /or
services pertaining to this Agreement.
SECTION 3: PURCHASEIWORK ORDERS.
(a). The provision of goods and /or services to be performed under the provisions of
this Agreement shall be commenced upon the execution of this Agreement. Services to
be performed or provided by the CONTRACTOR to the CITY, shall be authorized in
written Purchase/Work Orders issued by the CITY on a form provided by the CITY.
Purchase/Work Orders executed by the CITY shall include a detailed description of
quantities, services and a completion schedule. The CONTRACTOR shall review
Purchase/Work Orders and notify the CITY in writing of inadequacies for the CITY
correction, if warranted.
(b). If the services required to be performed by a Work Order is clearly defined, the
Work Order shall be issued on a "Fixed Fee" basis. The CONTRACTOR shall perform
all services required by the Work Order but, in no event, shall the CONTRACTOR be
paid more than the negotiated Fixed Fee amount stated therein.
(c). If the services are not clearly defined, the Work Order may be issued on a "Time
Basis Method" and contain a Not -to- Exceed amount. If a Not -to- Exceed amount is
provided, the CONTRACTOR shall perform all work required by the Work Order; but, in
no event, shall the CONTRACTOR be paid more than the Not -to- Exceed amount
specified in the applicable Work Order.
(d). If the services are not clearly defined, the Work Order may be issued on a "Time
Basis Method" and contain a Limitation of Funds amount. The CONTRACTOR is not
authorized to exceed that amount without the prior written approval of the CITY. Said
approval, if given by the CITY, shall indicate a new Limitation of Funds amount. The
CONTRACTOR shall advise the CITY whenever the CONTRACTOR has incurred
expenses on any Work Order that equals or exceeds eighty percent (80 %) of the
Limitation of Funds amount.
(e). For Work Orders issued on a "Fixed Fee Basis," the CONTRACTOR may invoice
the amount due based on the percentage of total Work Order services actually
performed and completed; but, in no event, shall the invoice amount exceed a
percentage of the Fixed Fee amount equal to a percentage of the total services actually
completed.
(f). For Work Orders issued on a "Time Basis Method" with a Not -to- Exceed amount,
the CONTRACTOR may invoice the amount due for actual work hours performed but, in
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no event, shall the invoice amount exceed a percentage of the Not -to- Exceed amount
equal to a percentage of the total services actually completed.
(g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a
Not -to- Exceed amount shall be treated separately for retainage purposes. If the CITY
determines that work is substantially complete and the amount retained is considered to
be in excess, the CITY may, at its sole and absolute discretion, release the retainage or
any portion thereof.
(h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds
amount, the CONTRACTOR may invoice the amount due for services actually
performed and completed. The CITY shall pay the CONTRACTOR one hundred
percent (100 %) of the approved amount on Work Orders issued on a "Time Basis
Method" with a Limitation of Funds amount.
(i). Payments shall be made by the CITY to the CONTRACTOR when requested as
work progresses for services furnished, but not more than once monthly. Each Work
Order shall be invoiced separately. The CONTRACTOR shall render to the CITY, at the
close of each calendar month, an itemized invoice properly dated, describing any
services rendered, the cost of the services, the name and address of the
CONTRACTOR, Work Order Number, Contract Number and all other information
required by this Agreement.
SECTION 4: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED.
Execution of this Agreement by the CONTRACTOR is a representation that the
CONTRACTOR is familiar with the goods and /or services to be provided and /or
performed and with local conditions. The CONTRACTOR shall make no claim for
additional time or money based upon its failure to comply with this Agreement. The
CONTRACTOR has informed the CITY, and hereby represents to the CITY, that it has
extensive experience in performing and providing the services and /or goods described
in this Agreement and to be identified in the Purchase/Work Orders, and that it is well
acquainted with the components that are properly and customarily included within such
projects and the requirements of laws, ordinance, rules, regulations or orders of any
public authority or licensing entity having jurisdiction over the CITY Projects. Execution
of a Purchase/Work Order shall be an affirmative and irrefutable representation by the
CONTRACTOR to the CITY that the CONTRACTOR is fully familiar with any and all
requisite work conditions of the provisions of the goods and /or services.
SECTION 5: CHANGE ORDERS.
(a). The CITY may revise the scope of services set forth in any particular
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Purchase/Work Order.
(b). Revisions to any Purchase/Work Order shall be authorized in writing by the CITY
as a Change Order. Each Change Order shall include a schedule of completion for the
goods and /or services authorized. Change Orders shall identify this Agreement and the
appropriate Purchase/Work Order number. The Change Orders may contain additional
instructions or provisions specific upon certain aspects of this Agreement pertinent to
the goods and /or services to be provided. Such supplemental instructions or provisions
shall not be construed as a modification of this Agreement. An Agreement between the
parties on and execution of any Change Order shall constitute a final settlement and a
full accord and satisfaction of all matters relating to the change and to the impact of the
change on unchanged goods and /or work, including all direct and indirect costs of
whatever nature, and all adjustments to the CONTRACTOR schedule.
SECTION 6: CONTRACTOR RESPONSIBILITIES.
(a) . The CONSULTANT shall be responsible for the professional
quality, accepted standards, technical accuracy, neatness of appearance of employees,
employee conduct, safety, and the coordination of all services furnished by the
CONSULTANT under this Agreement as well as the conduct of its staff, personnel,
employees and agents. All CONSULTANT employees shall at all times when
performing work wear identification badges which, at a minimum, provides the name of
the employee and the CONSULTANT.
(b) The CONSULTANT shall provide to the CITY a list of employees working
on the project. The CONSULTANT shall provide to the CITY a list of employee working
days, times and assignments within forty -eight (48) hours of the CITY's written request
for such information. This information, when requested by the CITY, shall be provided
to the CITY prior to the employees of the CONSULTANT entering the CITY's premises.
(c) The CONSULTANT shall comply with Section 2 -67 of the Sanford City
Code as it relates to security screenings of private contractors and employees of private
contractors. The CONSULTANT shall cause each person found by the City
Commission to be functioning in a position critical to the security and /or public safety of
the CITY by reason of access to any publicly owned or operated facility to undergo the
following inquiries and procedures conducted by the City of Sanford:
i.) Fingerprinting in accordance with the CITY's pre - employment procedures,
ii.) Submission of the fingerprints to the Florida Department of Law
Enforcement for state criminal history evaluation, and
iii.) Submission of the fingerprints to the Federal Bureau of Investigation for a
national criminal history evaluation.
Such confidential information shall be used by the CITY to determine a person's
eligibility to function in such critical employment position(s) as described. Additionally,
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the CITY may request and the CONSULTANT shall provide the name, address and
social security number and licenses (driver's, commercial drivers license or CDL, or
other operator's license) for employees of the CONSULTANT that may work on the
CITY's premises in positions found by the City Commission to be critical to the security
and /or public safety of the CITY by reason of access to any publicly owned or operated
facility. The CONSULTANT shall release such information upon approval of the
employees. If an employee refuses to authorize the release of their address, social
security number and /or licenses they shall not be allowed to work or continue to work in
such critical positions.
(d) The CONSULTANT shall work closely with the CITY on all aspects of the
provision of the services. The CONSULTANT shall be responsible for the professional
quality, technical accuracy, competence, methodology, accuracy and the coordination of
all of the following which are listed for illustration purposes only and not as a limitation:
documents, analysis, reports, data, plans, plats, maps, surveys, specifications, and any
and all other services of whatever type or nature furnished by the CONSULTANT under
this Agreement. The CONSULTANT shall, without additional compensation, correct or
revise any errors or deficiencies in his /her /its plans, analysis, data, reports, designs,
drawings, specifications, and any and all other services of whatever type or nature. The
CONSULTANT's submissions in response to the subject bid or procurement processes
are incorporated herein by this reference thereto.
(e) Neither the CITY's review, approval or acceptance of, nor payment for,
any of the services required shall be construed to operate as a waiver of any rights
under this Agreement or of any cause of action arising out of the performance of this
Agreement and the CONSULTANT shall be and remain liable to the CITY in
accordance with applicable law for all damages to the CITY caused by the
CONSULTANT's negligent or improper performance or failure to perform any of the
services furnished under this Agreement.
(f) The rights and remedies of the CITY, provided for under this Agreement,
are in addition to any other rights and remedies provided by law.
(g) Time is of the essence in the performance of all services provided by the
CONSULTANT under the terms of this Agreement and each and every Work Order.
(h) The CONSULTANT shall cooperate with the CITY in the implementation
of the CITY's tax recovery program and, to that end, the CITY may make purchases
directly under its purchase order processes relative to various materials, supplies and
equipment that may be part of the services provided under this Agreement. The
CONSULTANT hereby recognizes the right of the CITY to engage in tax
recovery/savings through direct purchases.
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SECTION 7: CITY RIGHTS AND RESPONSIBILITIES.
(a). The CITY shall reasonably cooperate with the CONTRACTOR in a timely fashion
at no cost to the CONTRACTOR as set forth in this Section.
(b). The CITY shall furnish a CITY representative, as appointed by the designated
representative to administer, review and coordinate the provision of services under
Purchase/Work Orders.
(c). The CITY shall make CITY personnel available where, in the CITY's opinion,
they are required and necessary to assist the CONTRACTOR. The availability and
necessity of said personnel to assist the CONTRACTOR shall be determined solely at
the discretion of the CITY.
(d). The CITY shall examine all of the CONTRACTOR goods and /or services and
indicate the CITY's approval or disapproval within a reasonable time so as not to
materially delay the provisions of the goods and /or services of the CONTRACTOR.
(e). The CITY shall transmit instructions, relevant information, and provide
interpretation and definition of CITY policies and decisions with respect to any and all
materials and other matters pertinent to the services covered by this Agreement.
(f). The CITY shall give written notice to the CONTRACTOR whenever the CITY
designated representative knows of a development that affects the goods and /or
services provided and performed under this Agreement, timing of the CONTRACTOR's
provision of goods and /or services, or a defect or change necessary in the goods and /or
services of the CONTRACTOR.
(g). The rights and remedies of the CITY provided for under this Agreement are in
addition to any other rights and remedies provided by law; the CITY may assert its right
of recovery by any appropriate means including, but not limited to, set -off, suit,
withholding, recoupment, or counterclaim, either during or after performance of this
Agreement.
(h). The CITY shall be entitled to recover any and all legal costs including, but not
limited to, attorney fees and other legal costs that it may incur in any legal actions it may
pursue in the enforcement of the terms and conditions of this Agreement or the
responsibilities of the CONTRACTOR in carrying out the duties and responsibilities
deriving from this Agreement.
(i). The failure of the CITY to insist in any instance upon the strict performance of
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any provision of this Agreement, or to exercise any right or privilege granted to the CITY
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
0). Neither the CITY's review, approval or acceptance of, nor payment for, any of the
goods and /or services required shall be construed to operate as a waiver of any rights
under this Agreement nor or any cause of action arising out of the performance of this
Agreement and the CONTRACTOR shall be and always remain liable to the CITY in
accordance with applicable law for any and all damages to the CITY caused by the
CONTRACTOR's negligent or wrongful provision or performance of any of the goods
and /or services furnished under this Agreement.
(k). All deliverable analysis, reference data, survey data, plans and reports or any
other form of written instrument or document that may result from the CONTRACTOR's
services or have been created during the course of the CONTRACTOR's performance
under this Agreement shall become the property of the CITY after final payment is made
to the CONTRACTOR.
SECTION 8: COMPENSATION.
(a). Compensation to the CONTRACTOR for the goods and /or services performed on
each Work Order shall be as set forth the Work Order or as set forth in Exhibit "B" which
enumerates hourly rates and other charges of the CONTRACTOR.
(b). There are no reimbursable expenses to be paid to the CONTRACTOR.
(c). Work performed by the CONTRACTOR without written approval by the CITY's
designated representative shall not be compensated. Any work performed by the
CONTRACTOR, without approval by the CITY, is performed at the CONTRACTOR's
own election.
SECTION 9. INVOICE PROCESS.
(a). Invoices, which are in an acceptable form to the CITY and without disputable
items, which are received by the CITY, will be processed for payment within thirty (30)
days of receipt by the CITY.
(b). The CONTRACTOR will be notified of any disputable items contained in invoices
submitted by the CONTRACTOR within fifteen (15) days of receipt by the CITY with an
explanation of the deficiencies.
(c). The CITY and the CONTRACTOR will make every effort to resolve all disputable
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items contained in the CONTRACTOR's invoices.
(d). Each invoice shall reference this Agreement, the appropriate Work Order and
Change Order if applicable, and billing period.
(e). The Florida Prompt Payment Act shall apply when applicable. A billing period
represents the dates in which the CONTRACTOR completed goods and /or services
referenced in an invoice.
(f). Invoices are to be forwarded directly to:
Accounts Payable Department
City Of Sanford
P.O. Box 1788
Sanford, Florida 32772 -1788
SECTION 10: COMMENCEMENT /IMPLEMENTATION SCHEDULE OF AGREEMENT.
(a). The CONTRACTOR shall commence the provision of goods and /or services as
described in this Agreement immediately upon execution of this Agreement. The CITY
may seek other firms to provide the same services.
(b). The CONTRACTOR and the CITY agree to make every effort to adhere to the
schedules established for the various Purchase/Work Orders as described in each
Purchase/Work Order However, if the CONTRACTOR is delayed at any time in the
provision of goods and /or services by any act or omission of the CITY, or of any
employee of the CITY, or by any other contractor employed by the CITY, or by changes
ordered by the CITY, or by strikes, lock outs, fire, unusual delay in transportation,
unavoidable casualties, or any other causes of force majeure not resulting from the
inactions or actions of the CONTRACTOR and beyond the CONTRACTOR's control
which would not reasonably be expected to occur in connection with or during
performance or provision of the goods and /or services, or by delay authorized by the
CITY pending a decision, or by any cause which the CITY shall decide to justify the
delay, the time of completion shall be extended for such reasonable time as the CITY
may decide in its sole and absolute discretion. It is further expressly understood and
agreed that the CONTRACTOR shall not be entitled to any damages or compensation,
or be reimbursed for any losses on account of any delay or delays resulting from any of
the aforesaid causes or any other cause whatsoever.
SECTION 11. TERM /LENGTH OF AGREEMENT.
(a). The term of this Agreement shall be for a period of ninty days
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SECTION 12: DESIGNATED REPRESENTATIVES.
(a). The CITY designates the City Manager or his designated representative, to
represent the CITY in all matters pertaining to and arising from the work and the
performance of this Agreement.
(b). The City Manager or his designated representative, shall have the following
responsibilities:
(1). Examination of all work and rendering, in writing, decisions indicating the
CITY's approval or disapproval within a reasonable time so as not to materially delay
the work of the CONTRACTOR;
(2). Transmission of instructions, receipt of information, and interpretation and
definition of CITY's policies and decisions with respect to design, materials, and other
matters pertinent to the work covered by this Agreement;
(3). Giving prompt written notice to the CONTRACTOR whenever the CITY
official representative knows of a defect or change necessary in the project; and
(4). Coordinating and managing the CONTRACTOR preparation of any
necessary applications to governmental bodies, to arrange for submission of such
applications.
(c). Until further notice from the City Manager, the designated representative for this
Agreement is:
F. William Smith, Purchasing Manager
City of Sanford
300 N. Park Avenue
Sanford, FL 32771
407.330.5613 FAX: 407.330.5666
email: fwsmitha- sanfordfl.gov
(d). The CONTRACTOR designated representative is:
Karl Johnson
Business Development Manager
The Omega Group
858/450 -2590 Ext. 104
kart _theomegagroup.com
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SECTION 13: TERMINATION /SUSPENSION OF AGREEMENT.
(a). The CITY may terminate this Agreement or any Purchase/Work Order for
convenience at any time or this Agreement or any Purchase/Work Order for any one (1)
or more of the reasons as follows:
(1). If, in the CITY's opinion,
Purchase/Work Order is not being
CONTRACTOR failure to perform; or
adequate progress to be provided or under a
made by the CONTRACTOR due to the
(2). If, in the CITY's opinion, the quality of the goods and /or services provided
by the CONTRACTOR is /are not in conformance with commonly accepted professional
standards, standards of the CITY, and the requirements of Federal and /or State
regulatory agencies, and the CONTRACTOR has not corrected such deficiencies in a
timely manner as reasonably determined by the CITY; or
(3). The CONTRACTOR or any employee or agent of the CONTRACTOR is
indicted or has a direct charge issued against him for any crime arising out of or in
conjunction with any work that has been performed by the CONTRACTOR; or
(4). The CONTRACTOR becomes involved in either voluntary or involuntary
bankruptcy proceedings, or makes an assignment for the benefit of creditors; or
(5). The CONTRACTOR violates the Standards of Conduct provisions herein
or any provision of State or local law or any provision of the City Code of Conduct.
(b). In the event of any of the causes described in this Section, the CITY's
Designated Representative may send a certified letter to the CONTRACTOR requesting
that the CONTRACTOR show cause why the Agreement or any Purchase/Work Order
should not be terminated. If assurance satisfactory to the CITY of corrective measures
to be made within a reasonable time is not given to the CITY within seven (7) calendar
days of the date of the letter, the CITY may consider the CONTRACTOR to be in
default, and may then immediately terminate this Agreement or any Purchase/Work
Order in progress under this Agreement.
(c). In the event that this Agreement or a Purchase/Work Order is terminated for
cause and it is later determined that the cause does not exist, then this Agreement or
the Purchase/Work Order shall be deemed terminated for convenience by the CITY and
the CITY shall have the right to so terminate this Agreement without any recourse by
the CONTRACTOR.
SECTION 14. TERMINATION BY CONTRACTOR FOR CAUSE.
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(a). The CONTRACTOR may cancel this Agreement if:
(1). The CITY materially fails to meet its obligations and responsibilities as
contained in the CITY's Rights and Responsibilities; or
(2). The CITY fails to pay the CONTRACTOR in accordance with this
Agreement.
(b). In the event of either of the causes described in Subsection (a), the
CONTRACTOR shall send a certified letter requesting that the CITY show cause why
the Agreement should not be terminated. If adequate assurances are not given to the
CONTRACTOR within fifteen (15) days of the receipt by the CITY of said show cause
notice, then the CONTRACTOR may consider the CITY to be in default, and may
immediately terminate this Agreement.
SECTION 15. TERMINATION BY THE CITY WITHOUT CAUSE.
(a). Notwithstanding any other provision of this Agreement, the CITY shall have the
right at any time to terminate this Agreement in its entirely without cause, or terminate
any specific Purchase/Work Order without cause, if such termination is deemed by the
CITY to be in the public interest, provided that thirty (30) days prior written notice is
given to the CONTRACTOR of the CITY's intent to terminate.
(b). In the event that this Agreement is terminated, the CITY shall identify any specific
Work Order(s) being terminated and the specific Purchase/Work Order(s) to be
continued to completion pursuant to the provisions of this Agreement.
(c). This Agreement will remain in full force and effect as to all authorized
Purchase/Work Order(s) that is /are to be continued to completion.
(d). In the event that after the CITY termination for cause for failure of the
CONTRACTOR to fulfill its obligations under this Agreement it is found that the
CONTRACTOR has not so failed, the termination shall be deemed to have been for
convenience and without cause.
SECTION 16. PAYMENT IN THE EVENT OF TERMINATION.
In the event this Agreement or any Purchase/Work Order is terminated or canceled prior
to final completion without cause, payment for the unpaid portion of the services
provided by the CONTRACTOR to the date of termination and any additional services
shall be paid to the CONTRACTOR.
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SECTION 17. ACTION FOLLOWING TERMINATION.
Upon receipt of notice of termination, given by either party, the terminated party shall
promptly discontinue the provision of all goods and /or services, unless the notice
provides otherwise.
SECTION 18. SUSPENSION.
(a). The performance or provision of the CONTRACTOR services under any
Purchase/Work Order under this Agreement may be suspended by the CITY at any
time.
(b). In the event the CITY suspends the performance or provision of the
CONTRACTOR services hereunder, the CITY shall so notify the CONTRACTOR in
writing, such suspension becoming effective within seven (7) days from the date of
mailing, and the CITY shall pay to the CONTRACTOR within thirty (30) days all
compensation which has become due to and payable to the CONTRACTOR to the
effective date of such suspension. The CITY shall thereafter have no further obligation
for payment to the CONTRACTOR for the suspended provision of services unless and
until the CITY's designated representative notifies the CONTRACTOR in writing that
the provision of the goods and /or services of the CONTRACTOR called for hereunder
are to be resumed by the CONTRACTOR.
(c). Upon receipt of written notice from the CITY that the CONTRACTOR's provision
of goods and /or services hereunder are to be resumed, the CONTRACTOR shall
continue to provide the services to the CITY.
SECTION 19: EQUAL OPPORTUNITY EMPLOYMENT /NON- DISCRIMINATION.
The CONTRACTOR agrees that it will not discriminate against any employee or
applicant for employment for work under this Agreement because of race, color,
religion, sex, age, national origin or disability and will take affirmative steps to insure
that applicants are employed and employees are treated during employment without
regard to race, color, religion, sex, age, national origin or disability. This provision shall
include, but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment advertising; layoff or termination; rates of pay or their forms or
compensation; and selection for training, including apprenticeship. The CONTRACTOR,
moreover, shall comply with all the requirements as imposed by the Americans with
Disability Act, the regulations of the Federal government issued thereunder, and any
and all requirements of Federal or State law related thereto.
SECTION 20: INDEMNITY AND INSURANCE.
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(a). To the fullest extent permitted by law, the CONTRACTOR shall indemnify, hold
harmless and defend the CITY, its agents, servants, officers, officials and employees, or
any of them, from and against any and all claims, damages, losses, and expenses
including, but not limited to, attorneys fees and other legal costs such as those for
paralegal, investigative, and legal support services, and the actual costs incurred for
expert witness testimony, arising out of or resulting from the performance or provision of
services required under this Agreement, provided that same is caused in whole or part
by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct,
or misconduct of the CONTRACTOR, its agents, servants, officers, officials, employees,
or subcontractors.
(b). In accordance with Section 725.06, Florida Statutes, adequate consideration has
been provided to the CONTRACTOR for this obligation, the receipt and sufficiency of
which is hereby specifically acknowledged.
(c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of
the CITY as set forth in Section 768.28, Florida Statutes.
(d). In claims against any person or entity indemnified under this Section by an
employee of the CONTRACTOR or its agents or subcontractors, anyone directly or
indirectly employed by them or anyone for whose acts they may be liable, the
indemnification obligation under this Section shall not be limited by a limitation on
amount or type of damages, compensation or benefits payable by or for the
CONTRACTOR or its agents or subcontractors, under Workers Compensation acts,
disability benefits acts, or other employee benefit acts.
(e). The execution of this Agreement by the CONTRACTOR shall obligate the
CONTRACTOR to comply with the indemnification provision in this Agreement;
however, the CONTRACTOR must also comply with the provisions of this Agreement
relating to insurance coverages.
SECTION 21. INSURANCE.
(a). The CONTRACTOR shall obtain or possess and continuously maintain the
following insurance coverage, from a company or companies, with a Best Rating of A-
or better, authorized to do business in the State of Florida and in a form acceptable to
the City and with only such terms and conditions as may be acceptable to the CITY:
(1). Workers Compensation / Employer Liability: The CONTRACTOR shall
provide Worker Compensation insurance for all of their employees. The limits will be the
statutory limits for Worker Compensation insurance and $1,000,000 Combined Single
Limit (CSL) for Employer Liability.
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(e). The CONTRACTOR shall furnish Certificate of Insurance directly to the CITY's
Designated Representative. The certificates shall clearly indicate that the
CONTRACTOR has obtained insurance of the type, amount and classification required
by this Agreement.
(f). Nothing in this Agreement or any action relating to this Agreement shall be
construed as the CITY waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes.
(g). The CITY shall not be obligated or liable under the terms of this Agreement to
any party other than the CONTRACTOR. There are no third party beneficiaries to this
Agreement.
(h). The CONTRACTOR is an independent contractor and not an agent,
representative, or employee of the CITY. The CITY shall have no liability except as
specifically provided in this Agreement.
(i). All insurance shall be primary to, and not contribute with, any insurance or self -
insurance maintained by the CITY.
SECTION 22: STANDARDS OF CONDUCT.
(a). The CONTRACTOR warrants that it has not employed or retained any company
or person, other than a bona fide employee working solely for the CONTRACTOR, to
solicit or secure this Agreement and that the CONTRACTOR has not paid or agreed to
pay any person, company, corporation, individual or firm other than a bona fide
employee working solely for the CONTRACTOR, any fee, commission, percentage, gift,
or any other consideration, contingent upon or resulting from the award of making this
Agreement.
(b). The CONTRACTOR shall not discriminate on the grounds of race, color, religion,
sex, or national origin in the performance of work under this Agreement or violate any
laws pertaining to civil rights, equal protection or discrimination.
(c). The CONTRACTOR hereby certifies that no undisclosed (in writing) conflict of
interest exists with respect to the Agreement, including, but not limited to, any conflicts
that may be due to representation of other clients, customers or vendees, other
contractual relationships of the CONTRACTOR, or any interest in property that the
CONTRACTOR may have. The CONTRACTOR further certifies that any conflict of
interest that arises during the term of this Agreement shall be immediately disclosed in
writing to the CITY. Violation of this Section shall be considered as justification for
immediate termination of this Agreement.
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(d). The CONTRACTOR shall ensure that all taxes due from the CONTRACTOR are
paid in a timely and complete manner including, but not limited to, occupational license
tax.
(e). If the CITY determines that any employee or representative of the
CONTRACTOR is not satisfactorily performing his or her assigned duties or is
demonstrating improper conduct pursuant to any assignment or work performed under
this Agreement, the CITY shall so notify the CONTRACTOR, in writing. The
CONTRACTOR shall immediately remove such employee or representative of the
CONTRACTOR from such assignment.
(f). The CONTRACTOR shall not publish any documents or release information
regarding this Agreement to the media without prior approval of the CITY.
(g). The CONTRACTOR shall certify, upon request by the CITY, that the
CONTRACTOR maintains a drug free workplace policy in accordance with Section
287.0878, Florida Statutes. Failure to submit this certification may result in termination.
(h). If the CONTRACTOR or an affiliate is placed on the convicted vendor list
following a conviction for a public entity crime, such action may result in termination by
the CITY. The CONTRACTOR shall provide a certification of compliance regarding the
public crime requirements set forth in State law upon request by the CITY.
(i). The CITY reserves the right to unilaterally terminate this Agreement if the
CONTRACTOR refuses to allow public access to all documents, papers, letters, or
other materials subject to provisions of Chapter 119, Florida Statutes, and other
applicable law, and made or received by the CONTRACTOR in conjunction, in any way,
with this Agreement.
0). The CONTRACTOR shall comply with the requirements of the Americans with
Disabilities Act (ADA), and any and all related Federal or State laws which prohibits
discrimination by public and private entities on the basis of disability.
(k). The CITY will not intentionally award publicly- funded contracts to any
CONTRACTOR who knowingly employs unauthorized alien workers, constituting a
violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section
274A(e) of the Immigration and Nationally Act (INA)). The CITY shall consider the
employment by the CONTRACTOR of unauthorized aliens, a violation of Section 274A
(e) of the INA. Such violation by the CONTRACTOR of the employment provisions
contained in Section 274A (e) of the INA shall be grounds for immediate termination of
this Agreement by the CITY.
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final fiscal period in which goods and /or services are provided or performed. Total
compensation to the CONTRACTOR may be determined subsequent to an audit as
provided for in this Section, and the total compensation so determined shall be used to
calculate final payment to the CONTRACTOR. Conduct of this audit shall not delay
final payment as required by this Section.
(d). In addition to the above, if Federal, State, County, or other entity funds are used
for any goods and /or services under this Agreement, the Comptroller General of the
United States or the Chief Financial Officer of the State of Florida, or the County of
Seminole, or any representatives, shall have access to any books, documents, papers,
and records of the CONTRACTOR which are directly pertinent to goods and /or services
provided or performed under this Agreement for purposes of making audit, examination,
excerpts, and transcriptions.
(e). In the event of any audit or inspection conducted reveals any overpayment by the
CITY under the terms of the Agreement, the CONTRACTOR shall refund such
overpayment to the CITY within thirty (30) days of notice by the CITY of the request for
the refund.
(f). The CONTRACTOR agrees to fully comply with all State laws relating to public
records.
(g). The CONTRACTOR agrees that if any litigation, claim, or audit is started before
the expiration of the record retention period established above, the records shall be
retained until all litigation, claims or audit findings involving the records have been
resolved and final action taken.
SECTION 24: CODES AND DESIGN STANDARDS
(a). All the goods and /or services to be provided for performed by the
CONTRACTOR shall in the minimum be in conformance with commonly accepted
industry and professional codes and standards, standards of the CITY, and the laws of
any Federal, State or local regulatory agencies.
(b). The CONTRACTOR shall be responsible for keeping apprised of any changing
laws, applicable to the goods and /or services to be performed under this Agreement.
SECTION 25: ASSIGNABILITY
(a). The CONTRACTOR shall not sublet, assign or transfer any interest in this
Agreement, or claims for the money due or to become due out of this Agreement to a
bank, trust company, or other financial institution without written CITY approval. When
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approved by the CITY, written notice of such assignment or transfer shall be furnished
promptly to the CITY.
(b). The CONTRACTOR agrees to reasonably participate in the contract
"piggybacking" programs pertinent to local governments.
SECTION 26: SUBCONTRACTORS.
(a). Any CONTRACTOR proposed subcontractors shall be submitted to the CITY for
written approval prior to the CONTRACTOR entering into a subcontract. Subcontractor
information shall include, but not be limited to, State registrations, business address,
occupational license tax proof of payment, and insurance certifications.
(b). The CONTRACTOR shall coordinate the provision of goods and /or services and
work product of any CITY approved subcontractors, and remain fully responsible for
such goods and /or services and work under the terms of this Agreement.
(c). Any subcontract shall be in writing and shall incorporate this Agreement and
require the subcontractor to assume performance of the CONTRACTOR duties
commensurately with the CONTRACTOR's duties to the CITY under this Agreement, it
being understood that nothing herein shall in any way relieve the CONTRACTOR from
any of its duties under this Agreement. The CONTRACTOR shall provide the CITY with
executed copies of all subcontracts.
(d). The CONTRACTOR shall reasonably cooperate at all times with the CITY and
other CITY consultants and professionals.
SECTION 27: CONTROLLING LAWSNENUE /INTERPRETATION.
(a). This Agreement is to be governed by the laws of the State of Florida.
(b). Venue for any legal proceeding related to this Agreement shall be in the
Eighteenth Judicial Circuit Court in and for Seminole County, Florida.
(c). This Agreement is the result of bona fide arms length negotiations between the
CITY and the CONTRACTOR and all parties have contributed substantially and
materially to the preparation of the Contract. Accordingly, this Agreement shall not be
construed or interpreted more strictly against any one party than against any other
party.
SECTION 28: FORCE MAJEURE.
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Neither party shall be considered in default in performance of its obligations hereunder
to the extent that performance of such obligations, or any of them, is delayed or
prevented by Force Majeure. Force Majeure shall include, but not be limited to,
hostility, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake,
explosion, any law, proclamation, regulation, or ordinance or other act of government, or
any act of God or any cause whether of the same or different nature, existing or future;
provided that the cause whether or not enumerated in this Section is beyond the control
and without the fault or negligence of the party seeking relief under this Section.
SECTION 29: EXTENT OF AGREEMENT /INTERGRATION /AMENDMENT.
(a). This Agreement, together with the Exhibits, if any, constitutes the entire
integrated Agreement between the CITY and the CONTRACTOR and supersedes all
prior written or oral understandings in connection therewith. This Agreement, and all
the terms and provisions contained herein, including without limitation the Exhibits
hereto, constitute the full and complete agreement between the parties hereto to the
date hereof, and supersedes and controls over any and all prior agreements,
understandings, representations, correspondence and statements whether written or
oral.
(b). This Agreement may only be amended, supplemented or modified by a formal
written amendment.
(c). Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly signed by the parties.
SECTION 30: NOTICES.
(a). Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified, and the place
for giving of notice shall remain such until it shall have been changed by written notice
in compliance with the provisions of this Section.
(b). For the present, the parties designate the following as the representative places
for giving of notice, to -wit:
(1). For the CITY:
F. William Smith, Purchasing Manager
City Of Sanford
City Hall
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300 North Park Avenue
Sanford, Florida 32771
Telephone Number: (407) 330 -5610
Facsimile Number: (407) 330 -5666
Email Address:
(2). For the CONTRACTOR
Karl Johnson
Business Development Manager
The Omega Group
858/450 -2590 Ext. 104
karl @theomegagroup.com
(c). Written notice requirements of this Agreement shall be strictly construed and
such requirements are a condition precedent to pursuing any rights or remedies
hereunder. The CONTRACTOR agrees not to claim any waiver by CITY of such notice
requirements based upon CITY having actual knowledge, implied, verbal or constructive
notice, lack of prejudice or any other grounds as a substitute for the failure of the
CONTRACTOR to comply with the express written notice requirements herein.
Computer notification (e -mails and message boards) shall not constitute proper written
notice under the terms of the Agreement.
SECTION 31. WAIVER.
The failure of the CITY to insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the CITY
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
SECTION 32. NO GENERAL CITY OBLIGATION.
(a). In no event shall any obligation of the CITY under this Agreement be or
constitute a general obligation or indebtedness of the CITY, a pledge of the ad valorem
taxing power of the CITY or a general obligation or indebtedness of the CITY within the
meaning of the Constitution of the State of Florida or any other applicable laws, but shall
be payable solely from legally available revenues and funds.
(b). The CONTRACTOR shall not have the right to compel the exercise of the ad
valorem taxing power of the CITY.
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SECTION 33. EXHIBITS.
Each Exhibit referred to and attached to this Agreement is an essential part of this
Agreement. The Exhibits and any amendments or revisions thereto, even if not
physically attached hereto, shall be treated as if they are part of this Agreement.
SECTION 34. CAPTIONS.
The Section headings and captions of this Agreement are for convenience and
reference only and in no way define, limit, describe the scope or intent of this
Agreement or any part thereof, or in any way affect this Agreement or construe any
provision of this Agreement.
SECTION 35. SEVERABILITY /CONSTRUCTION.
(a). If any term, provision or condition contained in this Agreement shall, to any
extent, be held invalid or unenforceable, the remainder of this Agreement, or the
application of such term, provision or condition to persons or circumstances other than
those in respect of which it is invalid or unenforceable, shall not be affected thereby,
and each term, provision and condition of this Agreement shall be valid and enforceable
to the fullest extent permitted by law when consistent with equity and the public interest.
(b). All provisions of this Agreement shall be read and applied in para materia with all
other provisions hereof.
(c). Violation of this Agreement by the CONTRACTOR is recognized by the parties to
constitute irreparable harm to the CITY.
SECTION 36. ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a) In the event of a dispute related to any performance or payment obligation arising
under this Agreement, the parties agree to exhaust any alternative dispute resolution
procedures reasonably imposed by the CITY prior to filing suit or otherwise pursuing
legal remedies.
(b) The CONTRACTOR agrees that it will file no suit or otherwise pursue legal
remedies based on facts or evidentiary materials that were not presented for
consideration to the CITY in alternative dispute resolution procedures or which the
CONTRACTOR had knowledge and failed to present during the CITY procedures.
(c). In the event that CITY procedures are exhausted and a suit is filed or legal
Page 24
remedies are otherwise pursued, the
disputes through voluntary mediation
employed in voluntary mediation shall
voluntary mediation shall be shared
mediation.
SECTION 37. COUNTERPARTS.
parties shall exercise best efforts to resolve
Mediator selection and the procedures to be
be mutually acceptable to the parties. Costs of
equally among the parties participating in the
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which, taken together, shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the respective dates under each signature: the CITY through its City
Council taking action on the day of, 2006, and the CONTRACTOR signing by and
through its duly authorized corporate officer having the full and complete authority to
execute same.
ATTEST.•
By:
Corporate Secretary or Witness
CONTRACTOR.
l l LAr WF,
Corporate President
Date: 12 — A I - 0
EST .•
net Dougherty, City Verk
Date: /- a - 0d 1
For use and reliance of the
Sanford City Commission only.
Approved as to form and legality.
/s/ William L. Colbert
William L. Colbert
City Attorney
C F SANF
Lind Kuhn
Mayor
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EXHIBIT A
Payment Schedule and Scope
In consideration of the services of providing CrimeView Software and Training to be
performed by Omega, Omega shall be entitled to compensation in the total amount of
$28,995.00 The payment schedule consists of three payments and is due as follows:
• Sixty percent
$17,397.00
of the total amount due upon delivery of
60%
Omega /ESRI software
• Thirty percent
$8698.50
of the total amount due upon completion of
(30% )
CrimeView Desktop installation and training
• Ten percent
$2899.50
of the total amount due thirty (30) days after
(10 %)
completion of services
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