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AGREEMENT FOR PEOPLESOFT UPGRADEHIGHSTREET AGREEMENT 222 West Highland Drive Lakeland, Florida 33813 (863) 669-1100 THIS AGREEMENT, entered into this 17th day of April, 2015, by and between the CITY OF CLEARWATER, a Florida municipal corporation, hereinafter referred to as "City, " P.O. Box 4748, Clearwater, Florida 33758 and Highstreet IT Solutions LLC, a Delaware limited liability company, hereinafter referred to as " Highstreet," 222 West Highland Drive, Lakeland, Florida 33813 (collectively, "Parties "). 1. SCOPE OF WORK. Highstreet will provide the services of the following Consultants for the stated term of the Agreement as follows: Name Rate Start Date Hours Sr. Upgrade Specialist- David Palos $135 4/13/2015 480 Sr. Functional Consultant- TBD $145 TBD 160 Consultants will assist the City with their PeopleSoft upgrade needs. David Palos will work a combination of On -site and Off -site work to minimize overall expenses for the City. Consultant's work schedule will be as follows: Monday — Wednesday- On -site Thursday — Friday- Off -site Functional Consultant's schedule will be determined based on the City's needs and a mutually agreed upon timeline between the City and Highstreet that is to be determined. The parties anticipate that the Consultants shall commence work on , 2015. The City may, from time to time, require changes in the scope of the project of Highstreet to be performed hereunder. Such changes, including any increase or decrease in the amount of Highstreet's compensation and changes in the terms of this Agreement which are mutually agreed upon by and between City and Highstreet shall be effective when incorporated in written amendment to this Agreement. 2. RATES AND PAYMENT. Billing rates for this Work Order for Consultants are listed above in section 1Highstreet's invoices shall be submitted to the City for approval for payment on a bi- weekly basis (every two weeks). This rate does not include expenses. Expenses will be billed on a bi- weekly basis for actual expenses incurred. The City agrees to pay after approval under the terms of the Florida Local Government Prompt Payment Act, § 218.70, et seq., F.S. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation of the City's budget. Highstreet estimates that expenses for David Palos will be approximately $9,000 for the duration of the 12 week engagement. Total Estimated Cost- including expenses: Sr. Upgrade Specialist Total Hourly: $64,800 Sr. Upgrade Specialist Est. Expenses: $9,000 Sr. Functional Consultant Total Hourly: $23,200 Estimated Total Cost: $97,000 Consultants will not exceed 40 hours weekly without written approval and direction from City of Clearwater. ORACLE' PARTNER [A04 -09861 /166108/1] All information included in this document is considered proprietary and confidential. HIGHSTREIT 222 West Highland Drive Lakeland, Florida 33813 (863) 669 -1100 3. NOTICES AND CHANGES OF ADDRESS. Any notice required or permitted to be given by the provisions of this Agreement shall be conclusively deemed to have been received by a party hereto on the date it is hand delivered to such party at the address indicated below (or at such other address as such party shall specify to the other party in writing), or if sent by overnight courier on the second (2nd day after the date on which such notice is sent and properly or addressed or if sent by registered or certified mail (postage prepaid) on the fifth (5th) business day after the day on which such notice is mailed and properly addressed. Highstreet IT Solutions LLC Lisa Moore Vice President 222 West Highland Drive Lakeland, Florida 33813 City of Clearwater Dan Mayer Information Technology Director P.O. Box 4748 Clearwater, Florida 33758 4. TERMINATION OF AGREEMENT. The City at its sole discretion may terminate this Agreement by giving Highstreet a ten (10) day written notice of its election to do so and by specifying the effective date of such termination. Highstreet shall be paid for its services through the effective date of such termination. Further, if Highstreet shall fail to fulfill any of its obligations hereunder and does not cure such failure within 10 days of receipt of written notice by City, this Agreement shall be in default, the City may terminate the Agreement, and Highstreet shall be paid only for work completed. 5. INDEMNIFICATION. Highstreet shall protect, defend, indemnify, save and hold harmless City against and from any and all claims, including demands, fines, suits, sections, proceedings, orders, decrees and judgments of any kind or nature by or in favor of, anyone whomsoever, and against and from any and all costs, damages and expenses, including attorney's fees, resulting from, or in connection with, loss of life, bodily or personal injury or property damages arising, directly or indirectly from the negligent or intentional act or omission of Highstreet or any employees, agents, or contractors of Highstreet during the performance of this Agreement. Such indemnification shall include damages or injuries which Highstreet representatives, employees, agents or contractors may incur in the performance of this Agreement. 6. PROPRIETARY MATERIALS. Upon termination of this Agreement, Highstreet shall transfer, assign and make available to City or its representatives all property and materials in Highstreet's possession belonging to or paid for by the City. 7. INTERESTS OF PARTIES. Highstreet covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance and /or provision of services required under the terms and conditions of this Agreement. 8. CONFORMANCE WITH LAWS. Highstreet agrees to comply with all applicable federal, state and local laws during the life of this Agreement. 9. ATTORNEY FEES. In the event that either party seeks to enforce this Agreement through attorneys at law, then the parties agree that each party shall bear its own attorney fees and costs. 10. GOVERNING LAW AND VENUE. The laws of the State of Florida shall govern this Agreement, and any action brought by either party shall lie in Pinellas County, Florida. 11. DISCLAIMER OF WARRANTIES/LIMITS ON LIABILITY FOR DAMAGES. Highstreet does not make any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. ORACLE' PARTNER [A04 -09861 /166108/1] All information included in this document is considered proprietary and confidential. ak HIGHSTREET 222 West Highland Drive Lakeland, Florida 33813 (863) 669-1100 NEITHER PARTY SHALL BE LIABLE FOR LOST DATA, LOST PROFITS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES OF ANY KIND FOR ANY REASON WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES BASED UPON, CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Each party's liability hereunder for damages, regardless of the form of action, shall not exceed the total amount paid for those services. 12. MISCELLANEOUS. This Agreement shall be subject to all applicable laws, rules, orders, permits, and regulations of any federal, state, or local governmental authority having jurisdiction over the parties, their facilities, or the transactions contemplated. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes any and all prior negotiations, understandings or agreements. Except as provided above, this Agreement shall be binding upon, and shall inure to the benefit of the parties hereto, and their respective successors and assigns. No failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by either party shall constitute a waiver of, or shall preclude any other or further exercise of, the same or any other right, power or remedy. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application thereof to any party hereto or circumstance is prohibited by or invalid under applicable law, that provision shall be effective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement or the application of the same. This Agreement may be executed in any number of counterparts, and all the counterparts taken together shall be deemed to constitute one (1) and the same instrument. The captions, headings, titles, and subtitles herein are inserted for convenience of reference only and are to be ignored in any construction of the provisions of this Agreement. Any exhibit attached to this Agreement is incorporated by reference herein. Nothing contained herein shall be construed as a joint venture, partnership or any other similar relationship between City and Highstreet. Nothing in this Agreement shall be construed as creating any rights, benefits or interests in a person or group that is not a party to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. Provider: Highstreet IT Solutions LLC By: Name: Lisa Moore Title: Vice President Date: 4/17/15 ORACLE' PARTNER [A04 -09861 /166108/1] All information included in this document is considered proprietary and confidential. HIGHSTREET Countersigned: CITY OF CLEARWATER, FLORIDA By: W -6 ` +4 . 1444,1 .E William B. Horne II City Manager Approv 1 ice. �hwSmith 4/ Assistant City Attorney Attest: ORACLE' PARTNER ' osemarie Call City Clerk 222 West Highland Drive Lakeland, Florida 33813 (863) 669-1100 [A04 -09861 /166108/1] All information included in this document is considered proprietary and confidential.