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CUSTOM PROGRAMMING SERVICES .. ] I I I AGREEMENT City of Clearwater, FL, a municipal corporation, hereinafter referred to as "Customer," and Johnston CIS Consulting Inc., hereinafter referred to as "Contractor," intending to be legally bound, hereby agree as follows: Contractor shall provide to Customer performing the following services: Custom programming services: 1) Reversal of customer move-in (unmove-in) 2) Creation of the u811 cash packet for finals 3) Tracking crews across zones 4) Allow ability to access service orders by internal work order number 5) Transfers 8 hrs. 8 hrs. 24 hrs. 10 hrs. 32 hrs. TOTAL 82 hrs The hourly rate is forty (40) dollars per hour for a maximum of 82 hrs. totaling $3,280 for service. The Customer shall be responsible for any airfare, hotel, and rental car for on site trips which shall not exceed $500. Any phone charges that are the result of modem communication shall be the responsibility of the Customer and shall not exceed $120. The work shall be performed in a timely manner within three months of the execution of this contract. The given for tasks are estimates and the actual time spent shall be what is billed to the customer. Customer must approve, in writing, any actual expenses in excess of the hours or amounts stated above. Contractor shall be paid only for the actual number of hours worked. Contractor shall, at all times, use his or her own tools and employees to complete the terms of this Agreement. Contractor shall not be supervised by Customer but shall proceed to accomplish the services hereunder in whatsoever manner deemed appropriate within the scope of this Agreement. Customer is aware that Contractor may have other Customers and jobs that he or she is working on simultaneously with this job, which not interfere with the timely completion of this agreement. Contractor agrees to use best efforts to provide the services specified -"":,,.- '. .~:~ ~_ l G) \', I 0/') ~ / I ". - 1,0./ ' IF:/,... 'C/ J / . '. ... I I I I hereunder according to the specifications presented by Customer. In consideration of the mutual Agreements and promises made herein, it is agreed that any and all work, creation, or service that is the product of this Agreement shall belong wholly to Customer, and Contractor shall have no claim towards it. In no event shall this Agreement constitute and employment Agreement and Contractor shall be considered only as an independent Contractor and not as an employee, agent, partner, or joint venturer of Customer. Contractor shall be solely responsible for any and all taxes (state, federal, and/or local); worker's compensation insurance; disability payments; social security payments; unemployment insurance payments; insurance; or any similar type of payment for Contractor or any employee thereof; and shall hold Customer harmless from any and all such payments. Any dispute relating to the interpretation or performance of this Agreement shall resolve at the request of either party through binding arbitration in accordance with the rules of either the American Arbitration Association or Florida. Judgment of any award determined by the arbitrators may be entered in the appropriate court having jurisdiction. In the event of any litigation which is instituted by either of the parties, the prevailing party to litigation shall be entitled to reimbursement for reasonable attorney's fees and costs. This agreement may be terminated by any party without cause upon giving a 24 hour written notice. In the event that the Contractor defaults under any provision of this Agreement, The Customer may immediately terminate this Agreement. In the event that the contract is terminated for any reason, the Customer shall be liable for payment to Contractor for all approved services performed up to the time of termination, but the Customer shall have no liability for any payment which has yet to come due, for work which has not yet been performed. This Agreement shall be interpreted pursuant to the laws of Florida. 1 I I I Executed this t?< 7t#.- day of ~~vJ 19 ~t Clearwater in Florida. Contractor: 2YJ7.- ~ - David R. Johnston; President Johnston CIS Consulting Inc. Countersigned: City of Cl~arwater, Florida , ^(~ Approved as to form and legal sufficiency: Attest: /~) ~ ~~~t;;;~ c Asst, City Attorney ~Cy o City