Resolution 017-1989
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George Harper
Information Systems Director
RESOLUTION NO. 017 -1989
A RESOLUTION OF THE BOARD OF COUNTY COMMIS-
SIONERS OF MONROE COUNTY, FLORIDA, AUTHORIZING
THE MAYOR/CHAIRMAN OF THE BOARD TO EXECUTE AN
AGREEMENT BETWEEN MONROE COUNTY AND SILVERIO AND
ASSOCIATES, CONCERNING COMPUTER SOFTWARE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA, that the Mayor/Chairman of the Board is
hereby authorized to execute an Agreement between Monroe County
and Silverio and Associates, a copy of same being attached hereto
and made a part hereof, concerning computer software.
PASSED AND ADOPTED by the Board of County Commissioners of
Monroe County, Florida, at a regular meeting of said Board held
on the..3 ,..1..
day of
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, A.D. 1989.
BOARD OF~COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BY: U~:ir4;
MAYOR/
(Seal)
Attest: D.ANNX1. KOLHAGE, Clerk
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LERK .
APPROVED AS TO 1IOIIM
ANDLEGALSUFRC~*tY.
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COMPUTER SOFTWARE AGREEMENT
THIS AGREEMENT, made this ~ day of January, 1989
1989, between MONROE COUNTY, a political subdivision of the State
of Florida, hereinafter COUNTY, whose address is Wing II, Public
Service Building, S~ock Island, ,Key West, Florida and SILVERIO
AND ASSOCIATES, a Florida corporation, hereinafter PROVIDER,
whose address is 6801 N.W. 77th Avenue, Suite 404, Miami, Florida
33166.
WIT N E SSE T H:
WHEREAS, the COUNTY desires to obtain and implement certain
computer software systems; and
WHEREAS, the Provider represents that it is professionally
qualified to produce and implement such software systems;
NOW, THEREFORE, in consideration hereinafter contained the
County and Provider hereby enter into this agreement for the
provision of computer software according to the terms and con-
ditions which follow.
ARTICLE I
Section 1. The Provider agrees to provide and implement
the software systems in accord with the following requirements:
a. The Provider shall provide those personnel features set
forth in Note 1, page 3 of Provider's bid response which is
hereby incorporated into this agreement by reference.
b. The Provider shall provide those personnel features set
forth in Note 2, page 3 of the Provider's bid response which is
hereby incorporated into this agreement by reference.
c. The Provider shall provide those personnel features set
forth in Note 3, page 3 of Provider's bid response which is
hereby incorporated into this agreement by reference.
d. The Provider shall provide the desired capabilities set
forth under "IV Software Specifications, A. General" and B. Data
Base" and C. Personnel Features" of Provider's bid response which
is hereby incorporated into this agreement by reference. P
e. The Provider shall provide the implementation and
training set forth on pages 8 and 9 of Provider's bid response
which is hereby incorporated into this agreement by reference.
Section 2. The Provider shall commence the provision of
the software items and related services set forth in Art. I, Sec.
(ll(a)-(el upon the receipt by Provider of a written notice to
proceed from the County's Information Systems Director which
shall be promptly provided after the date and year first written
above.
Section 3. The Provider shall adhere to the following
software provision and implementation schedule:
a. Completion of the requirements of Art. I, Sec. l(a), in
a manner acceptable to the Information Systems Director, shall be
52 days after the date and year first written above.
b. Completion of the requirements of Art. I, Sec. l(bl, in
a manner acceptable to the Information Systems Director, shall be
80 days after the date and year first written above.
c. Completion of the requirements of Art. I, Sec. l(c), in
a manner acceptable to the Information Systems Director, shall be
94 days after the date and year first written above.
d. Completion of the requirements of Art. I, Sec. led), in
a manner acceptable to the Information Systems Director, shall be
108 days after the date and year first written above.
e. Completion of the requirements of Art. I, Sec. l(e), in
a manner acceptable to the Information Systems Director, shall be
129 days after the date and year first written above.
The above described work schedule may be updated periodical-
ly as necessitated by any factors that occur which materially
change the conditions affecting the schedule and are beyond the
Provider's control. The above described schedule may only be
amended upon the written approval of the Information Systems
Director. Failure on the part of the Provider to adhere to the
above described work schedule or an amended schedule, whichever
is applicable, shall be sufficient grounds for termination by
County.
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Section 4.
Unless otherwise noted in the notice to
proceed, the County contact and proj ect manager shall be the
Information Systems Director. The Provider contact and project
manager shall be
Nick E. Silverio
Either party shall
promptly notify the other in writing when circumstances require a
change in project manager.
Section 1.
ARTICLE II
In consideration for the provision of the
software and services described in Art. I of this agreement, the
County shall pay the Provider Seventeen Thousand Five Hundred
($17,500) Dollars in the individual amounts specified below
excluding reimbursable expenses.
Section 2.
a. Upon the completion of the task set forth in Art. 1,
County shall pay the Provider $7,000.
the completion of the task described in Art. 1,
County shall pay the Provider $3,500.
the completion of the task described in Art. 1,
County shall pay the Provider $3,500.
the completion of the task described in Art. 1,
County shall pay the Provider $1,750.
the completion of the task described in Art. l,
Sec. lee), the County shall pay the Provider $1,750.
Sec. lea), the
b. Upon
Sec. l(b), the
c. Upon
Sec. l(c), the
d. Upon
Sec. led), the
e. Upon
Section 3.
Following the completion of a task, the
submission to the Information Systems Director of any software
required, and the acceptance by the Information Systems Director
of the software and services rendered as meeting the requirements
of this agreement, the Provider shall submit an invoice which
includes the appropriate amount according to the work schedule
and this section, plus the reimbursable expenses due to the
performance of that task according to the schedule of Chapter
112, Laws of Florida, to the Information Systems Director. The
Information Systems Director shall render payment to the Provider
within thirty (30) days of receipt of the invoice.
Section 4.
The records of the Provider's direct person-
nel payroll and reimbursable expenses pertaining to this agree-
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ment shall be kept on a generally recognized accounting basis and
shall be available to the County or an authorized representative
during regular business hours.
ARTICLE III
Section 1.
The County agrees to allow the Provider
scheduled access to its IBM hardware, software, data, and other
information necessary for the Provider to perform joint testing
and confirmation of work.
Section 2.
This agreement shall not be assignable in
whole or part without the written consent of the parties hereto,
and it shall extend to and be binding on the heirs, administra-
tors, executors, successors and assigns of the parties hereto.
In addition, the Provider shall not subcontract any portion of
the provision of services and software required under this
agreement to other parties without the written consent of the
County's Information Systems Director.
ARTICLE IV
Section 1.
All software which is prepared in performance
of this agreement are to be and will remain the property of the
County and is to be delivered to the Information Systems Director
before the final payment is made to the Provider. Thereafter,
the County may utilize the software without any further
compensation,
fees,
royalties or other payments however
denominated due the Provider. The Provider shall, however, have
the sole right to copyright any software design or designs
developed under this agreement.
The County shall immediately
notify the Provider of any and all inspections of the software
furnished under this agreement by third parties and the
identities of such parties if known.
Section 2.
The Provider warrants that the services and
software provided shall accomplish the tasks set forth in Art. 1
but otherwise makes no warranty either express or implied.
Further the Provider shall not be liable for any damages
direct, indirect, consequential or incidental - arising out of
the improper use of the software including, but not limited to,
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the erroneous use of data.
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Section 3.
The Provider shall, at its own expense,
defend all suits and proceedings instituted against the County
insofar as the same are based on any claim that the software
provided, or any portion thereof, constitutes an infringement of
any copyright of the United States or other country, provided the
County gives the Provider immediate notice in writing of the
institution of the suit or proceeding, and permits the Provider,
through its counsel, to defend the same, and gives the Provider
all needed information, assistance, or authority to enable the
Provider to do so, and provided further that the gravamen of any
alleged infringement complaint is not founded upon allegations
based on alterations in the software made by the County. If the
aforesaid conditions are met, the Provider shall also hold
harmless and indemnify the County from any final judgment or
award made on the basis that the software provided infringed on
another's copyrighted product.
ARTICLE V
Section 1.
Additions to, modifications, or deletions
from the tasks outlined in Article I may be made by the County,
and the compensation to be paid to the Provider may be adjusted
accordingly by mutual agreement of the parties. Change orders,
excluding completion date changes, will not be effective until
approved by the Board of County Commissioners of Monroe County,
Florida, and the Provider.
It is distinctly understood and
agreed that no claim for extra work done or software furnished by
the Provider will be allowed by the County except as provided
herein, nor shall the Provider do any work or furnish any soft-
ware not covered by this agreement unless such work is first
authorized in writing by change order. Any such work or software
furnished by the Provider without such written authorization
first being given shall be at his own risk, cost, and expense,
and the Provider hereby agrees that without such written au-
thorization, that he will make no claim for compensation for such
work or software furnished.
Section 2.
The County and the Provider hereby agree to
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the full performance of the covenants contained herein. The
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County reserves the right, at its discretion, to terminate or
curtail or terminate the services provided in this agreement for
any misfeasance,
malfeasance,
negligent performance,
or
non-performance of the contract by the Provider.
In the event the County shall terminate or curtail the
services or any part of the services of the agreement after the
appropriate go ahead of Art I, Sec. 2 has occurred, the County
shall notify the Provider in writing and the Provider shall
discontinue performing the services under this agreement thirty
(30) days after receipt of such notice. Where such termination
is due to negligent performance or nonperformance of the agree-
ment, the Provider will be liable to the County for damages
caused thereby, and all sums due the Provider shall be stopped.
Upon termination, the Provider shall appraise the work he
has completed and submit his appraisal to the County for its
evaluation and determination of payment as herein described.
The Provider shall receive its compensation due for services
and software provided to the date of such termination and which
are satisfactory to the Information Systems Director. If
appropriate, an amount equal to the amount of damage suffered by
the County due to Provider's failure to fully perform any of the
covenants contained in this agreement shall be deducted from the
final payment.
The final payment shall consist of the
appropriate amount of the total compensation which is assigned to
the task or tasks in Art. 2, Sec. 2, plus reimbursable expenses,
but only if the task or tasks have been completed in a manner
satisfactory to the Information Systems Director, with any
damages suffered by the County withheld. The parties may also
otherwise mutually agree as to the amount of compensation to be
rendered to the Provider following termination by the County.
The County shall make the final payment within thirty (30) days
after the Provider has performed its final services or supplied
its final software product unless either party has served the
other with a request to arbitrate a dispute.
When the work is terminated because of negligent performance
. ~.,
or due to nonperformance, there shall be no limitation, including
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the limitation of Art. 4, Sec. I, unless the parties otherwise
mutually agree in writing, upon the County as to the subsequent
use of software provided. The County also reserves the right
after thirty (30) days following a written termination notice to
the Provider, to take over the tasks and follow them to com-
pletion by contract with others, or otherwise.
Section 3. The Provider agrees that he will not discrim-
inate against any of his employees or applicants for employment
because of their race, color, religion, sex, or national origin,
and to abide by all Federal and State laws regarding
non-discrimination. The Provider further agrees to insert the
foregoing provisions in any subcontracts hereunder, except
subcontracts for standard commercial supplies or raw materials.
Any violation of such provisions shall constitute a material
breach of this agreement.
Section 4. Any dispute including the amount of damages,
if any, suffered by the County as described' elsewhere in this
Article arising under this agreement which is not settled by the
County and the Provider in ten (10) days shall be decided by an
arbitration board composed of a representative of the County, a
representative of the Provider, and a representative mutually
acceptable to the County and the Provider. The Provider shall
continue to render all services requested in this agreement
without interruption, notwithstanding the provisions of this
section, unless the arbitration is because of termination due to
negligent performance or nonperformance.
Sectioll 5. Anti-kickback.
The Provider warrants that no person has been employed or
retained to solicit or secure this agreement upon an agreement or
understanding for a commission, percentage, brokerage, or contin-
gent fee and that no member of the County has any interest,
financially or otherwise, in the Provider For breach or
violation of this warranty, the County shall have the right to
annul this agreement without liability or, in its discretion, to
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deduct from the agreement price or consideration, the full amount
of such commission, percentage, brokerage or contingent fee.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Mayor/Chairman
(SEAL)
Attest:
Clerk
SILVERIO AND ASSOCIATES
By /41 f< iJ(;A /r)
(SEAL)
Attest:
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~ecret y
APPROVED AS TOI'QRM
AND LEGAL SUFFICIEffCY.
BY;
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