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HomeMy WebLinkAboutLBL Technology Partner Augusta Richmond GA DOCUMENT NAME: L ~L \ e.u'n f\-Q)l~ "'\>~.o-. ey DOCUMENT TYPE: ~e..-'e..iY\U\f: , YEAR: DL\ BOX NUMBER: 23 FILE NUMBER: \ I '-\ 2> ~ NUMBER OF PAGES: Co . AGREEMENT FOR SERVICES ~ ~;.: Lf THIS AGREEMENT, entered into as of the I ' ,'- _'.' day of" ~ 2oo,.,L by and between AUl!usta, GA (hereinafter referred to as the "Client") and LBL Technolol!V Partners (a di' ion of Lurie Besikof Lapidus & Company, LLP) (hereinafter referred to as the "Contractor"). WHEREAS, the Client desires to engage the Contractor to provide the services described in Exhibit "A". NOW, THEREFORE, the parties mutually agree as follows: 1. Scope of Services. The Contractor agrees to perform the services described in Section 1 of Exhibit A, which document is attached hereto and incorporated herein in its entirety in accordance to Request for Proposal (RFP) #"04-063. 2. Time of Performance. The services of the Contractor are to commence and be completed (or end) by the dates set forth in Section 2 of Exhibit A, unless this Agreement is sooner tenninated pursuant to paragraph 4.A. below, All time limits are of the essence in this Agreement. 3. Method of Pavment, The Client will compensate Contractor for services rendered in accordance with Section 3 of Exhibit A, subject to the availability of appropriated funds within the annual budget. Contractor is responsible for paying all applicable income, Federal Insurance Contributions Act (FICA), Federal Unemployment Tax Act, or other taxes owed on compensation paid under this Agreement. Contractor shall submit requests for payment in a form acceptable to the Client and in conformance with its policies. Contractor shall provide such backup information for its payment requests as may be reasonably requested by the Client. The Client shall have forty-five (45) days from receipt of any payment request to make payment to Contractor. 4. General Terms and Conditions. A. Termination of Agreement. The Client or the Contractor shall have the right to tenninate this Agreement, with or without cause, by giving written notice to the other party of such termination and specifying the effective date thereof, which notice shall be given at least'the number of days set forth in Section 4 of Exhibit A prior to the effective date of such termination, In such event, all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this Agreement shall become the property of the Client. Unless expressly stated otherwise in the notice, no further services shall be provided in connection with this agreement after receipt of a notice of tennination by Contractor, and Contractor shall proceed to cancel all existing orders and contracts that are chargeable to the Client under this Agreement. Contractor shall be entitled to receive compensation in accordance with this Agreement for any satisfactory services completed pursuant to the terms of this Agreement prior to the date of receipt of the notice of tennination, or such other stop-work date as may be specified in the notice. Notwithstanding the above, Contractor shall not be relieved of liability to the Client for damages sustained by virtue of any breach of this Agreement by Contractor. . B. Changes. The Client may, from time to time, request changes in the scope of services or compensation of Contractor. Such changes that are mutually agreed upon between the Client and Contractor shall be in writing and upon execution shall become part of this Agreement. To be effective, all changes must be signed by the Client, or by a person authorized by resolution to sign on behalf of the Client. C. AssignabilitY or Subcontracting. Any assignment, transfer or subcontracting of this Agreement IS prohibited, unless written consent is obtained from the Client. D. Audit. The Client or any of its duly authorized representatives shall have reasonable access to any books, documents, papers, and records of Contractor which are pertinent to Contractor's performance under this Agreement for the purpose of making an audit, examination, or excerpts. Contractor shall provide any documentation necessary to prepare all reporting required of or by the Client. E. Equal Employment Opportunity. While performing this Agreement, Contractor shall not discriminate against any employee, subcontractor, or applicant for employment because of race, creed, color, national origin, religion, sex, mental or physical handicap, or age. ' F. Ownership of Documents. All drawings, specifications, guidelines and other documents prepared or received by Contractor in connection with this Agreement shall be the property of the Client. G. Assignment of Copyrights. Contractor assigns to the Client the copyrights to all works prepared, developed, or created pursuant to this Agreement, including the rights to: 1) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public by sale, rental, lease, or lending; 4) perform the works publicly; and 5) to display the work publicly. Contractor waives its rights to claim authorship of the works, to prevent its name from being used in connection with the works, and to prevent distortion of the works. H. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. All claims, disputes and other matters in question between Client and Contractor arising out of, or relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. , I. Compliance with Laws/Licenses and Permits. Contractor shall comply with all applicable federal, state and local laws, ordinances, regulations, and resolutions. Contractor shall be responsible for obtaining all licenses and permits necessary to perform the scope of services, at Contractor's expense. J. No Waiver of Rights. The Client's approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or. benefits to be provided under this Agreement. No covenant or term of this , Agreement shall be deemed to be waived by the Client except in writing signed by the Client or person authorized to sign by resolution of the Client, and any waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver, unless specifically so stated. K. Attorney's Fees. In the event that legal action is brought to determine or enforce the rights of any party to this Agreement, the prevailing party shall be entitled to recover reasonable legal fees, costs, and expenses from the other party, including expert witness fees, L. Conflict of Interest. The Contractor shall refrain from providing services to other persons, firms or entities that would create a conflict of interest for Contractor with regard to providing services pursuant to this Agreement. The Contractor shall not offer or provide anything of benefit to any Client official or employee that would place the official or employee in a position of violating the public trust. 5., Insurance. In part to assure the Client that the Contractor is always capable of fulfilling the specified indemnification obligations, the Contractor must purchase and maintain insurance of the kind and in the minimum amounts specified below. A. Contractor agrees to procure and maintain, at its own expense, fo'r all services covered by this Agreement, the following policies of insurance: (1) Worker's Compensation Insurance to ,cover obligations imposed by applicable laws for any employee engaged in the performance of services under this Agreement: Worker's Compensation Each accident Each employee for disease Statutory Statutory Contractor shall comply with the requirements of the Worker's Compensation Act of Minnesota and shall provide Worker's Compensation Insurance to protect the Contractor from and against any and all Worker's Compensation claims arising from the performance of services under the Agreement. The requirements of this provision shall apply to the Contractor and to all subcontractors. ,(2) Commercial General Liability insurance with minimum combined single limits of One Million Dollars ($1,000,000) each occurrence and One Million Dollars ($1,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. Coverage must be on an "occurrence" basis as opposed to a "claims made" basis. This insurance must pay on behalf of the Contractor all sums which the Contractor shall become 2 legally obligated to pay as damages beca~se of bodily injury or property damage caused by an occurrence up to the specified limits of liability for each occurrence. This insurance coverage must extend to all levels of subcontractors. (3) Commercial Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than One Million Dollars ($1,000,000) each occurrence with respect to each of Contractor's owned, hired and non-owned vehicles assigned to or used in performance of the services, The policy shall contain a severability of interests provision. Commercial Automobile Liability insurance must cover the Contractor for all sums which the Contractor shall become legally obligated to pay as damages because of bodily injury or property damage caused by an occurrence up to the specified limits of liability for each occurrence. This insurance coverage must extend to all levels of subcontractors. Such coverage must include all automotive equipment used in the performance of the Agreement, both on and off the work site, and must include non-ownership and hired cars coverage. (4) As indicated in Section 5 of Exhibit A, Errors and Omissions or Professional Liability Insurance with a minimwn coverage amount as specified in Section 5 of Exhibit A. Such insurance shall insure the Contractor and its shareholders, partners, associates, employees and sub consultants against claims, damages, losses or expenses, arising out of or resulting from the performance of professional services contemplated by this Agreement, for the duration of this Agreement and for two years beyond the completion of all services under this agreement. B. The above-mentioned coverages shall be procured and maintained with insurers with an A- or better rating, as determined by Best's Key Rating Guide, All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor. C. The policies required above shall be primary insurance, and any insurance carried by the Client, its officers, or its employees shall be excess and not contributory insurance to that provided by Contractor. No additional insured endorsement to the policies required above shall contain any exclusion for bodily injury or property damage arising from completed operations. The Contractor shall be solely responsible for any deductible losses under any policy required above. D. The Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to the Agreement by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations or types. E. Failure on the part of the Contractor to procure or maintain policies providing the required coverages, conditions and minimum limits shall constitute a material breach of contract upon which Client may immediately terminate this Agreement, or at its discretion, Client may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by Client shall be repaid by Contractor to Client upon demand, or Client may offset the cost of the premiums against any monies due to Contractor from Client. 6. Indemnification. The Contractor shall inderrmify and hold harmless the Client and its elected and appointed officials, officers, employees and agents from and against any and all losses, damages, liabilities, claims, suits, or actions made or asserted for any damage to person or property occasioned by the acts or omissions of Contractor or its subcontractors arising out of or in any way connected with the performance of services under this Agreement. Contractor's obligation to inderrmify pursuant to this paragraph, and to provide any extended insurance coverage where applicable, shall survive the completion of the scope of services, and shall survive the termination of this Agreement. 7. Independent Contractor. The Contractor is an independent contractor. AN INDEPENDENT CONTRACTOR IS NOT ENTITLED TO WORKER'S COMPENSATION BENEFITS AND IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONIES EARNED PURSUANT TO THE CONTRACT RELATIONSHIP. Notwithstanding any provision appearing in this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be and remain at all times employees of Contractor or employees of their respective employers for all purposes. 8. Confidential Information. As in accordance with the Georgia Open Records Act O,C.G.A. ~ 50-18-70, et seq" each party agrees that information concerning the other party's business (including that of all corporate affiliates and subcontractors) is "Confidential Information" and shall be maintained in confidence and not disclosed, used or duplicated. Confidential Information may include, without limitation, terms and conditions of this agreement, financial information; pricing information, information related to mergers or acquisitions, software, software documentation, and information concerning business plans or business strategy. Each party may use Confidential Information of the other only in connection with performance under this Agreement. The parties shall not copy Confidential Information or disclose Confidential Information to persons who do not need Confidential Information in order to perform under this Agreement. 3 Both parties shall notify the other immediately of any Open Records request arising out of this contract and shall provide to the other party a copy of any response to the same. These obligations do not apply to Confidential Information which: a) As shown by reasonably documented proof, was in the other's possession prior to receipt from the disclosing party; or b) As shown by reasonably documented proof, was received by one party in good faith from a third party not subject to a confidential obligation to the other party; or c) Now is or later becomes publicly known through no breach of confidential obligation by the receiving party; or d) Is disclosed to a third party by the source without a similar non-disclosure restriction; or e) Was developed by the receiving party without the developing person(s) having access to any of the Confidential Information received from the other party; or f) Is authorized in writing by the disclosing party to be released or is , designated in writing by that party as no longer being confidential or proprietary. 8. Notices. Notices to be provided under this Agreement shall be given in writing and either delivered by hand or deposited in the United States mail with sufficient postage to the addresses set forth in Section 6 of Exhibit A. 9. Extent of Aereement. This Agreement represents the entire and integrated agreement between the Client and Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. Any amendments to this must be in writing and be signed by both the Client and Contractor. If any portion of this Agreement is found by a court of competent jurisdiction to be void and/or unenforceable, it is the intent of the parties that the remaining portions of this Agreement shall be of full force and effect. 4 9JI> By: Name: JE7/1krY f /L.he ~ Title: By: Name: Bob Young Title: Mavor - ,~ \1':', H f', ,,',\,))"' ~ -~;}_"' I :;;.\~~>:;-~~~ -~- . ... ,."" -" ... '" , Ati~~ : ........ ~ \~..~ '~', I;' N driie':' Lenlf B'oririe1.\: , .' ~,7, ..,- Title: "Clerk of Commission , ' ~ .. '"" 5 . . EXHffiIT A'to Agreement between the Client and LBL Technology Partners I, Scope of Services. Contractor hereby agrees to and accepts responsibility to perform the following servIces: I) External Penetration Audit as defmed in section 5 of RFP response. 2) Security Policy as defined in section 5 ofRFP response. 3) Network Security Audit Report as defined in section 5 ofRFP response. 2. Time of Performance. The services of Contractor shall commence within twenty (20) days of the date of this Agreement and take no longer than 45 days to complete. 3. Compensation. The Client agrees to compensate Contractor for the performance of services detailed in Section I above, Scope of Services, in one lump sum due upon completion and acceptance). It is expressly understood and agreed that the total compensation to be paid to Contractor under this Agreement shall not exceed $17.920 as defined in the RFP response. 4. Notices of Termination. Notices of tennination shall be given at least effective date of termination. 7 days before the 5, Professional Liabilitv Insurance. Errors and Omissions or Professional Liability Insurance is required. The required minimum amount of coverage is $1,000,000.00. 6, Addresses for Notices. The addresses for Notices are as follows: To Client: Attn: Information Technology Director 530 Greene St., A-lOl Augusta, GA 30911 To Contractor: LBL Technology Partners 2501 Wayzata Boulevard Minneapolis, MN 55405 7. Special Conditions: No special conditions 6