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CONSULTING AGREEMENT TO IMPLEMENT/OPERATE PEOPLESOFT I I CONSUL TING AGREEMENT This Consulting Agreement entered into this ~~ay of June 1999 by and between Oxford Solutions, formerly known as People Solutions, Inc., with office located at 550 N. Reo St., Suite 300, Tampa, Florida, 33609, ("PeopleSolutions") and The City of Clearwater ("Company"). WITNESSETH: WHEREAS, People Solutions, by and through its independent contractors and employees, has expertise in the area of PeopleS oft software; WHEREAS, the Company has acquired PeopleSoft software (the "Software") and desires to implement and operate the Software; and WHEREAS, the Company desires to retain the services of People Solutions as herein provided. NOW, THEREFORE, PeopleSolutions and the Company, intending to be legally bound, agree as follows: 1. Consulting. The Company hereby retains People Solutions, and People Solutions hereby accepts and agrees to become consultants to the Company for the purpose of facilitating in the implementation of the Software at the Company. 2. Duties: During the term of this Agreement People Solutions shall provide to the Company, at such places and offices of the Company as the Company shall direct, the necessary personnel to facilitate in the implement the Software at the Company. The services performed may include those services indicated in Schedule A. The services set forth herein shall be (..1' ~ /) // I --0/)' ,~ -' ~_ I i / \..-' (I) Consulting Agreement con.lued i performed by the parties whose names appear on Schedule B attached hereto and incorporated herein. PeopleSolutions reserves the right to amend Schedule B, if necessary, upon mutual agreement between PeopleSolutions and Company. Any change in Schedule B shall be provided to the Company in writing. PeopleSolutions shall perform its services with that degree of skill and judgment that is customarily exercised in the industry by recognized consulting firms with respect to services of a similar or like nature. 3. Cooperation: During the term of this Agreement when reasonably requested by People Solutions, the Company and its employees and agents shall cooperate and make themselves available to PeopleSolutions in connection with the services set forth herein. 4. Term of Agreement. People Solutions shall commence services beginning June 18, 1999 through December 31, 1999. The term of this agreement must be modified in writing by mutual agreement of both parties. 5. Termination: Notwithstanding Paragraph 4, the Company may terminate this Agreement at any time upon 30 days written notice to People Solutions. In the event of such termination, the Company agrees to pay for all services rendered up to and including the date of termination. People Solutions may terminate this Agreement immediately upon non-payment in accordance with Paragraph 6. In addition, PeopleSolutions may terminate this Agreement for any reason upon 30 days written notice to the Company. In the event of such termination, the Company agrees to pay for all services rendered up to and including the date of termination. 6. Compensation: People Solutions shall bill the Company for each hour and minute spent by its representatives (the persons whose names appear on Schedule B attached hereto, as amended from time to time) providing services to the Company. People Solutions shall submit 2 , ' Consulting Agreement ContLued I invoices to the Company at two-week intervals beginning for the periods ending on the second Sunday following the date of this Agreement. Terms of payment are net 30 days from the date of the invoice. PeopleSolutions shall also charge the Company for reasonable expenses including but not limited to, travel, telephone, meals, etc. incurred by People Solutions and its representatives in performance of the services provided hereunder. People Solutions reserves the right to charge interest pursuant to the Florida Prompt Payment Act FS 218.70 7. Independent Contractor: People Solutions and its representatives shall be, and be deemed to be, independent contractors in the performance of their duties hereunder, any law of any jurisdiction to the contrary notwithstanding. PeopleSolutions shall not by reason of this Agreement or the performance of their duties hereunder be, or be deemed to be an employee, agent, partner, co-venturer, or controlling person of the Company; and PeopleSolutions shall have no power to enter into any agreement or otherwise bind the Company. People Solutions shall not have, nor be deemed to have, fiduciary obligations or duties to the Company outside the scope of this Agreement. People Solutions shall be free to pursue, conduct, and carry on for its own account (or the account of others) such activities, employment, ventures, businesses, and other pursuits as People Solutions in its sole, absolute and unfettered discretion, may elect. 8. Confidentiality: During the term of this Agreement and after its completion, PeopleSolutions and its representatives will hold inviolate and keep secret all knowledge and information as to the business of the Company and any technical, business, or other information which was made known to any of them by the Company or was otherwise obtained by any of them during their association with the Company and will not disclose any of the above described knowledge or information except as authorized in writing by the Company. 3 Consulting Agreement Contlued I 9. Mutual Negative Covenant. Both parties shall refrain from hiring any current employee or contractor of the other for a period of one year after the expiration of this Agreement (including any extension of this Agreement). 10. Assignments: The Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, neither party shall assign or transfer any rights or obligations hereunder, except that: the Company may assign or transfer this Agreement to a successor corporation in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company, provided that no such further assignment shall relieve the Company from liability for the obligations assumed by it hereunder and PeopleSolutions may assign or transfer this Agreement to any firm which is an affiliate of PeopleSolutions, provided that no such assignment shall relieve People Solutions from liability for its obligations hereunder. 11. Additional Instruments. Each of the parties shall from time to time, at the request of the others, execute, acknowledge and deliver to the other party any and all further instruments that may be reasonably required to give full effect and force to the provisions of this Agreement. 12. Entire Agreement: Each of the parties hereby covenants that this agreement is intended to and does contain and embody herein all of the understandings and agreements, both written or oral, of the parties hereby with respect to the subject matter of this Agreement, and that there exists no oral agreement of understanding, express or implied liability, whereby the absolute, final and unconditional character and nature of the Agreement shall be in any way invalidated, empowered or affected. There are not representations or warranties other than those set forth herein. 4 Consulting Agreement ContLued I 13. Laws of the State of Florida. This Agreement shall be deemed to be made in, governed by and interpreted under and construed in all respects in accordance with the laws of the State of Florida, irrespective of the place of domicile or residence of either party. In the event of controversy arising out of the interpretation, construction, performance or breach of this Agreement, the parties hereby agree and consent to the jurisdiction and venue of the Sixth Judicial Circuit Court of the State of Florida, Pine lias County or the United States District Court for the Middle District of Florida. 14. Originals: This Agreement may be executed in counterparts each of which so executed shall be deemed an original arid constitute one and the same agreement. 15. Address of Parties. Each party shall at all times keep the other informed of its principal place of business if different from that stated herein, and shall promptly notify the other of any change, giving the address of the new principal place of business or residence. 16. Notices. All notices that are required to be or may be sent pursuant to the provision of this Agreement shall be sent by certified mail, return receipt requested, or overnight delivery where signed receipt is obtained, to each of the parties at the address appearing herein, and shall count from the date of mailing or sending. 17. Modification and Waiver. A modification or waiver of any of the provisions of the Agreement shall be effective only if made in writing and executed with the same formality as this Agreement. The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature or of any other nature or kind. 5 Consulting Agreement ContLued I IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. Countersigned: ~J~;:r Bnan J. Aung Mayor-Commissioner Approved as to form: ~~- John Carassas Assistant City Attorney - OXFORD SOLUTIONS By:~d ....sUSanne K' ella Managing Director By: CITY OF CLEARWATER, FLORIDA J Michael J. Roberto City Manager -- Attest: ~~~~ f c~ I . Goudeau, '.:.......... CIty Clerk . -........ .~.., - ~.....;. .. & 6 Consulting Agreement continued I SCHEDULE A DESCRIPTION OF PEOPLESOLUTIONS CONSULTING SERVICES PeopleSolutions is a professional services firm that specializes in the implementation of PeopleSoft applications. Our consultant base is comprised of experienced human resource, financial and technical professionals with demonstrated proficiency with PeopleSoft applications. We provide expertise in the following applications: *Human Resources * Payroll *Benefits Administration * Pensions *Data Management * Purchasing *Process Scheduler *PeopleTools *Upgrades * General Ledger * Accounts Receivable * Accounts Payable * Asset Management * Budgets *Billing * Query *Crystal Reporting *nVision *PeopleCode *SQL *SQR * Security Administration *PeopleSoft Workflow * Oracle * UNIX *DB2 *SQLNet 7 ., Consulting Agreement conJ.ued I SCHEDULE B CONSULTANTS NAME RATE TERM OF ASSIGNMENT Bob Nagle $170 June 18, 1999 through September 24, 1999 Eric Attard $150 June 18, 1999 through October 8, 1999 Robert Choquette, Jr. $40 June 28, 1999 through September 24, 1999 Functional Consultant - TBD $160* June 21, 1999 through October 8, 1999 DBA - TBD $170* June 18, 1999 through September 17, 1999 *Plus travel which is anticipated to be approximately $20,000 (both traveling consultants for duration of assignment). Travel will be reimbursed according to standard City of Clearwater guidelines. 8