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HomeMy Public PortalAboutContract renewal 2022TOWN OF GULF STREAM AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES THIS AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES ("Agreement") is entered into and effective this day of February, 2022 (the "Effective Date"), by and between the TOWN OF GULF STREAM, a Florida municipal corporation with offices located at 100 Sea Road, Gulf Stream, Florida 33483, organized and existing in accordance with the laws of the State of Florida, hereinafter the "Town"; and Calvin, Giordano & Associates, Inc., a Florida Profit Corporation with offices located 1800 Eller Drive, Suite 600, Fort Lauderdale, FL 33316, hereinafter the "Contractor" and collectively with the Town, the "Parties". WITNESSETH The Town and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, hereby agree as follows: 1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the Contractor shall provide information technology services pursuant to all applicable statutory, licensing and Town code requirements. The Parties agree to enter into this Agreement pursuant to the terms and conditions of the Bal Harbour Village Professional Services Agreement ("Bal Harbour Agreement"), which is hereby fully incorporated into this Agreement and attached hereto as Exhibit "A". 2. COMPENSATION: In consideration for the above Scope of Services, pricing shall be pursuant to the prices provided in the Bal Harbour Agreement, not to exceed $15,000 annually. 3. TERM; TERMINATION; NOTICE: Pursuant to the terns of the Bal Harbour Agreement, this agreement is for one (1) year and may be renewed annually upon written consent of both parties prior to contract expiration. Either party may cancel or terminate this agreement for any reason with ninety (90) days written notice. Upon cancelation, the Contractor shall immediately deliver all documents, written information and other materials pertaining to the services provided hereunder to the Town and shall cooperate in the transition of its duties to appropriate parties at the direction of the Town. The Contractor shall further assure that its work Page 1 of 6 responsibilities are not compromised and shall maintain the highest standards of ethics during such transition period. Any notices of cancellation shall be presented by certified mail to: Town Contractor Town of Gulf Stream Calvin. Giordano & Associates, Inc. 100 Sea Road 1800 Eller Drive, Suite 600, Gulf Stream, Florida 33852 Fort Lauderdale, FL 33316 Attn: Gregory L. Dunham Attn: Chris Giordano Town Manager Director of Management Ser,rices 4. INSURANCE: The Contractor shall provide proof of workman's compensation insurance and liability insurance in such amounts as deemed sufficient by the Town and shall name the Town as an "additional insured" on the liability portion of the insurance policy. 5. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and hold harmless the Town, its agents, servants, and employees. from and against any claim, demand or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act, conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of services under this Agreement. Nothing contained in this provision shall be construed or interpreted as consent by the Town to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28, Florida Statutes. 6. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133, Florida Statutes. by entering into this Agreement or performing any work in furtherance hereof. the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within thirty-six (36) months immediately preceding the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes. 7. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Town. Both the Town and the Contractor agree that this Agreement is not a contract for employment and that no relationship of employee —employer or principal —agent is or shall be created hereby, nor shall hereafter exist by reason of the performance of the services herein provided. Page 2 of 6 8. INSPECTOR GENERAL: Pursuant to Sections 2-421--2-432 of the Palm Beach County Code of Ordinances, the Office of the Inspector General has jurisdiction to investigate municipal matters; review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Town shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Town, as well as contractors and lobbyists of the Town in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 9. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in compliance with Section 448.095, Florida Statutes, as may be amended. The Contractor has: (1) registered with and uses the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of all newly hired workers; and (2) verified that all of the Contractor's subconsultants performing the duties and obligations of this Agreement are registered with and use the E-Verify System to electronically verify the employment eligibility of all newly hired workers. The Contractor shall obtain from each of its subconsultants an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(1)(k), Florida Statutes, as may be amended. The Contractor shall maintain a copy of any such affidavit from a subconsultant for, at a minimum, the duration of the subcontract and any extension thereof. This provision shall not supersede any provision of this Agreement which requires a longer retention period. The Town shall terminate this Agreement if it has a good faith belief that the Contractor has knowingly violated Section 448.09(i ), Florida Statutes, as may be amended. If the Contractor has a good faith belief that the Contractor's subconsultant has knowingly violated Section 448.09(l), Florida Statutes, as may be amended, the Town shall notify the Contractor to terminate its contract with the subconsultant and the Contractor shall immediately terminate its contract with the subconsultant. In the event of such contract termination, the Contractor shall be liable for any additional costs incurred by the Town as a result of the termination. 10. SCRUTINIZED COMPANIES: For Contracts under $ I M, the Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Page 3 of 6 Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. Tile Town may tenninate this Agreement at the Town's option if the Contractor is found to have submitted a false certification as provided under Section 297.135(5), Florida Statutes. if the Contractor has been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. 11. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement, the prevailing party shall be awarded attorney's fees, including fees on appeal. 12. FORCE MAJEURE: The Contractor shall not be considered in default by reason of any failure in performance under this Agreement if such failure arises out of causes reasonably beyond the control of the Contractor or its subcontractors and without their fault or negligence. Such causes include, but ate not limited to: acts of God; acts of war; natural or public health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather conditions. 13. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to this Agreement. 14. AMENDMENTS AND ASSIGNMENTS: This Agreement, all Exhibits attached hereto, and required insurance certificates constitute the entire Agreement between both Parties; no modifications shall be made to this Agreement unless in writing, agreed to by both Parties, and attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Town. 15. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in Scope of Services. Upon request from the Town's custodian of public records, the Contractor must provide the Town with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cast requirements of Chapter 119. Florida Statutes, A Contractor who fails to provide the public records to the Town, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Section 1 19.0701, Florida Statutes, and other penalties under Section 119.101 Florida Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated with this Agreement Page 4 of 6 or associated with the provision of services contemplated herein are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the Contractor does not transfer the records to the Town. Finally, upon completion of the Agreement, the Contractor shall transfer, at no cost to the Town, all public records in possession of the Contractor, or keep and maintain public records required by the Town. If the Contractor transfers all public records to the Town upon completion of the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. if the Contractor keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Town, upon request from the Town's custodian of public records, in a format that is compatible with the Town's infonnation technology systems. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE TOWN CLERK, RECORDS CUSTODIAN FOR THE TOWN, AT (561) 276-5116, OR AT rtaylor(kaulf-stream.ors, OR AT 100 SEA ROAD, GULF STREAM, FLORIDA 33483. 16. HEADINGS: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. 17. SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. 18. WAIVER: No waiver by the Town of any provision of this Agreement shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the Contractor of the same, or any other provision or the enforcement hereof. The Town's consent to or approval of any act requiring the Town's consent or approval of any act by the Contractor Page 5 of 6 shall not be deemed to render unnecessary the obtaining of the Town's consent to or approval of any subsequent consent or approval of, whether or not similar to the act so consented or approved. 19. ENTIRE AGREEMENT; This 6 (six) page Agreement constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modification is in writing, agreed to by both parties and attached hereto as an addendum to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. W1 ESSES: ATTEST: ; � L & �- I r kitA L. Taylor Town Clerk Calvin, Giordano & As 'aces, Inc. By: (Corporate Sea]) TOWN OF GULF STREAM By: o W. Nrran ayor (Seal) Page 6 of 6