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Project Information Services AgreementC~~~ - ~/i6~oy PROJECT INFORMATION SERVICES AGREEMENT Project Information Services whose address is 2638 Southwest River Shore Drive, Port St. Lucie, Florida 34984 ("Project Information Services") and City of Miami Beach whose address is 1700 Convention Center Drive, Miami Beach, FL 33139 ("Customer") agree this date, as follows: 1. TERM 1.1 This Agreement shall continue for a period of ninety (90) days commencing , 2007. This Agreement shall automatically renew for additional ninety (90) days terms (the RenewalT rm(s)) at the end of the Initial Term or each Renewal Term unless either of the parties shall provide written notice to the other terminating this Agreement or the parties shall agree to a different Renewal Term not less than 30 days prior to the end of the Initial Term or each succeeding Renewal Term, as the case may be. Fees for Services for each Renewal Term shall be at Project Information Services standard rates in effect on the first day of each Renewal Term. 1.2 Upon termination of this Agreement Customer's data shall be returned to Customer in electronic format. 2. SERVICES 2.1 Services. Project Information Services agrees to provide the services described in Attachment I attached hereto (the "Services") to Customer subject to the terms and conditions of this Agreement in consideration for the payments as set out in Section 3 hereof during the initial term and any Renewal Term. Customer acknowledges that CIPMepm software may be modified or upgraded from time to time and that Services, including Project Information Services support to Customer, shall only include the use of the most recent version of CIPMepm as the case may be. 2.2 License of Software. Customer's right to use the Services (including, without limitation, the limited license to use CIPMepm software) is limited to the restrictions contained herein, including those related to the number of users, projects and period of use. The Customer acknowledges that title to and copyright in the software applications supplied by Project Information Services (including, without limitation, CIPMepm) are reserved by Project Information Services. Customer acquires no right in any software, copyrights, patents or any other intellectual property belonging to or licensed by Project Information Services other than the specific limited rights to the Services. Project Information Services is and shall remain the sole owner of all copyrights, trademarks, patents and other proprietary rights in and to all aspects of the Services (including, without limitation, all software, code and designs used in providing the Services). 3. PAYMENTS The Customer shall pay to Project Information Services the fees at the rates outlined in Attachment I attached hereto for the Services. Payments more than 45 days overdue shall bear interest at the rate of 1.5% per month. 4. WARRANTIES 4.1 Representations. Customer represents, warrants and covenants the following to Project Information Services: (i) Customer currently possesses all necessary licenses, permits, insurance and approvals required validly to execute deliver and perform its duties under this Agreement and is qualified to do business in all jurisdictions where such qualification is required for Customer's performance of its duties under this Agreement, and (ii) No information provided to Project Information Services or disseminated through its software or systems shall infringe on or violate any trademark, copyright, trade secret, right of publicity or privacy (including but not limited to defamation), patent or other proprietary right of any third Party. 4.2 Disclaimer of Warranty and Limitations of Liability. Project Information Services does not and cannot control the flow of data to or from Project Information Services' network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt customer connections to the internet (or portions thereof). Although Project Information Services will use commercially reasonable efforts to take all actions it deems appropriatero remedy and avoid such events, Project Information Services cannot guarantee that such events wi!I not occur. Accordingly Project Information Services disclaims any and all liability resulting from or related to such events. Project Information Services will use all commercially reasonable efforts to safeguard Customer's data accordingly. 1 of 2 PROJECT INFORMATION SERVICES AGREEMENT Except for the warranties specifically and expressly made herein Project Information Services makes no warranties either express or implied, including without limitation, warranties of merchantability or warranties of fitness, and all such warranties are disclaimed. In no event shall either party be liable for any special, indirect, incidental, consequential or exemplary damages, losses, or expenses, including, without limitation, lost profits, failure to realize expected savings, or any other commercial or economic loss of any kind arising out of or related to this agreement. These limitations on the liability of either party shall apply to any and all causes of action that either party may have against the other irrespective of the nature of the cause of action underlying a claim, demand or action, including, without limitation, whether it sounds in contract or tort. CONFIDENTIALITY Confidential Information refers to all nonpublic information provided by one party to the other. The Parties agree that except to the extent necessary to implement the terms and conditions of this Agreement, when authorized in writing by the other Party or when otherwise required by law: (i) each Party will preserve and protect the confidentiality of the other Party's Confidential Information; (ii) neither Party will disclose to any third party the existence, source, content or substance of the other Party's Confidential Information, or make copies of such Confidential Information except as required by this Agreement; (iii) neither Party will deliver the other Party's Confidential Information to any third party, or permit such information to be removed from the premises of the Party receiving such information; and (iv) each Party shall advise any of its employees or agents working on or having access to the other Party's Confidential Information of the confidentiality of such information. 6. MISCELLANEOUS 6.1 Governing Law and Venue. The validity, construction, and performance of this Agreement shall be governed by the laws of the State of Florida, but excluding its conflict of law principles. Exclusive venue for any action arising hereunder shall lie in Miami-Dade County, Florida. 6.2 Notices. All notices required or permitted to be sent pursuant to this Agreement shall, unless otherwise specifically provided, be in writing and shall be deemed given when delivered personally or by facsimile, overnight air courier or certified mail (postage prepaid, return receipt requested) to the addresses shown above or such other substitute address designated in writing. 6.3 Force Maieure. Notwithstanding any other provision of this Agreement, if by reason of Force Majeure, any Party is unable to perform certain of its obligations under this Agreement; it shall be automatically relieved of those obligations to the extent, and for the period of time, that such Party is prevented from meeting them by Force Majeure. Project Information Services Title: Od,~~~ / Pn~NC~,A-~ CITY CLERK Robert Parcher MAYOR David Dermer APPROVED AS TO FORM & LAN~i,UAG~= 3 07 2 of 2 Project InfQrmatiQn ~ervices Attachment I CITY OF Miami Beach PROPOSAL Project Identification: CIP Project Management System (CIPMepm) This proposal is issued under the authority of City of Miami Beach ("City") between the City of Miami Beach and Project Information Services, a sole proprietor, Address: 2638 Southwest River Shore Drive, Port St. Lucie, Florida 34984 ("Contractor") and is subject to all applicable provisions and covenants of that Agreement which are incorporated herein by reference. The Contractor will furnish all products and perform all services defined in the Article 2 Scope of Work. Term of Work Order Contract. 1.1 Effective date: The date that all required signatures are obtained by City, pursuant to Florida Statutes Section 16C.05, subdivision 2. The Contractor must not begin work under this Contract until ALL required signatures have been obtained and the Contractor has been notified in writing to begin such work by the City's Authorized Agent. 1.2 Expiration date: ~p uP,~d p/ ¢~ , 2007, or until all obligations have been satisfactorily fulfilled, which ever occurs first. Scope of Work and Deliverables. 2.1 The Contractor, who is not a City employee, will: 2.1.1 Set up and test the following standard CII'Mepm modules: 2.1.1.1 Financial Management System (FMS) This system is a multilevel management tool for reporting and managing Budgets, Forecasts and Actual Costs. This system has amulti-level hierarchy for controlling costs and is vendor based. 2.1.1.2 Document Control System (DMS) This is used to log incoming and outgoing documents and emails. The system handles Action Items, and has the capability for managing Engineering Submittals as well as Technical Libraries. 2.1.1.3 Submittal Control System (SCS) This system is used to expedite and document the design review process. The system allows designers and reviewers to coordinate the comment process with the response to comment process, and allows the Designers to respond. 2.1.1.4 Change Management System (CMS) This system monitors the Change Process and is useful for Engineering and Construction Programs and/or Projects. 2.1.1.5 Construction Daily Reporting System (DRS) This system monitors the Daily Field Reports generated by Construction Engineering Oversight Consultants, as well as Contractor Daily Reports. 2.1.1.6 Report Production System (RPS) This system is used for Establishing Discipline or User based reports. The System Administrator establishes who has access to all reports in the CIPMepm System. 2.1.1.7 CIPM Administration Manager (CAM) User ID Maintenance. This system is used to define all user access for Sub-Systems as well as reporting and Read Only vs. Read/Write, and Supervisory. 2.1.2 Load all program budgets 2.1.3 Provide access and initial training for each module. 2.1.4 Provide draft user manuals for each module. 2.1.5 Install Initial System on CyberlinkUSA Citrix Server. 2.1.6 Provide sufficient licenses for the duration of the specific project not to exceed 3. 2.1.7 Provide administration of the project including the following: 2638 SW River Shore Drive, Port Saint Lucie, Florida 34984 1 of 4 P~c~-e+ct Inft~r'rlrta©n ~erv~c~s 2.1.7.1 Provide monthly progress and status reports 2.1.7.2 Schedule and attend all necessary meetings coordinated with the City's Project Manager 2.1.7.3 Coordinate activities with the City via phone, a-mail, fax, and written correspondence 2.1.7.4 Submit invoices in a timely manner 2.2 Deliverables are the work products created or supplied by the Contractor pursuant to the terms of this Contract. Deliverables to be provided for under this Contract by the Contractor are: Items Date Due Provide a working module of CIPMepm (installed on CyberlinkUSA Citrix Server) NTP+ 5 Days Provide access and initial training for each module: • CIPMepm Administration Management (CAM) NTP+ 5 Days • Document Management System (DMS) NTP+ 10 Days • Submittal Control System (SCS) NTP+ 10 Days • Construction Daily Reporting System (DRS) NTP+ 15 Days • Monthly Reporting System (MRS) NTP+ 15 Days • Reporting System (RPS) Standard Reports Only NTP+ 20 Days • Financial Management System (FMS) NTP+ 30 Days • Change Management System (CMS) NTP+ 30 Days • Funding Management System (FSM) NTP+ 30 Days • Contract Administration System (CAS) NTP+ 30 Days • Provide Draft User Manuals for each Module NTP+ 90 Days Optional Items/Services Date Due • Accounting Interface System (AIS) Optional Work • Contract/Invoice Management System Optional Work • Contractor Daily Reporting System (CDR) Optional Work 2.3 Software Ownership of all Source Code for CIPMepm will remain the property of Project Information Services, and the use of the Capital Improvement Project Management System (CIPMepm) will be for City of Miami Beach Capital Improvements Staff only, without the express approval of Project Information Services. Non City of Miami Beach employees who are required to use CIPMepm, will required express approval from Project Information Services, with signed non-disclosure agreement. 2.4 All CIPMepm/Citrix UserID's/Passwords will be issued and maintained by Project Information Services upon request by the Capital Improvement Management. 3 Items Provided and/or Completed by the City. 3.1 After authorizing the Contractor to begin work, the City will furnish any data or material in its possession relating to the project that maybe of use to the Contractor in performing the work. 3.2 All such data or material furnished to the Contractor will remain the property of the City and will be promptly returned upon the City's request or upon the expiration or termination of this contract. 3.3 The Contractor will analyze all such data furnished by the City. If the Contractor finds any such data to be incorrect or incomplete, the Contractor will bring the facts to the attention of the City before proceeding with the part of the project affected. The City will investigate the matter, and if it finds that such data is incorrect or incomplete, it will promptly determine a method for furnishing corrected data. Delay in furnishing data will not be considered justification for an adjustment in compensation. 4 Consideration of Payment. City will pay for all services performed by Contractor under this Contract as follows: 4.1 Compensation. 4.1.1 Consideration for the following services performed and goods or materials supplied by Contractor will be paid by City on a Lump Sum & Hourly basis as follows: 2638 SW River Shore i?rive, Port Saint Lucie, Fiorida 34884 if 2 of 4 r ~1`QJ~@C'~ ~11~lt't'YtA'~It'~1'! ~-S~"YlG@'S Invoice Number: Upon Completion of the following tasks: Budget Amount.• 1 - LS Set up and test designated CIPMepm modules (PM Version) without Upgraded Graphics Screen. $10,000.00 2 - LS Load all program budgets & Schedules. $10,000.00 3 - LS Provide Access and Initial Training for each Modules: $ 5,000.00 4 - LS Provide Draft User Manuals for Each Module (MS Word Format): $ 5,000.00 5 - Reimb. Provide (3) Citrix Licenses $300/Month During Installation, Installation Support & Customization as necessary ( Hourly Rates & travel ex enses) $20,000.00 TOTAL LUMP SUM AMOUNTS: $50,000.00 4.1.2 Consideration for services performed and goods or materials supplied by Contractor for the remaining tasks will be paid by City on a Fixed Hourly Rate basis as follows (not to exceed $20,000.00): Owner/Principal Consultant $165.00* Senior Programmer $110.00* Program Control/CIPM Administrator $ 95.00* * Labor Rate includes direct labor, overhead and profit. 4.2 Total Obligation. The total obligation of City for all compensation and reimbursements to Contractor under this Contract will not exceed $50,000.00. 5 Terms of Payment. 5.1 Invoices. City will promptly pay Contractor after Contractor presents an itemized invoice for the services actually performed and City's Authorized Representative accepts the invoiced services. Invoices must be submitted in the format prescribed by City and according to the following schedule: Lump Sum Payments: Upon completion of each task. Fixed Hourly Rate Payments: Monthly. Expenses for Hotel and Parking: Monthly 5.1.1 Each invoice must contain the following information: City of Miami Beach Contract Number, City of Miami Beach Contract invoice number (sequentially numbered), billing address if different from business address, and Contractor's original signature attesting that the invoiced service and costs are new and that no previous charge for those services and/or goods has been included in any prior invoice. 5.1.2 Direct non-salary costs allocable to the work under this Contract must be itemized and supported with invoices or billing documents to show that such costs are properly allocable to the work. Direct non- salary costs are any costs that are not the salaried costs directly related to the work of Contractor. Supporting documentation must be provided in a manner that corresponds to each direct cost. 5.1.3 The original of each invoice must be sent to City's Authorized Agent for review and payment. A copy of the invoice will be sent to City's Project Manager for review. 5.1.4 Contractor must provide, upon request of City's Authorized Agent, the following supporting documentation: • Direct salary costs of employees' time directly chargeable for the services performed under this Contract. This must include a payroll cost breakdown identifying the name of the employee, classification, actual rate of pay, hours worked, and total payment for each invoice period; and • Signed time sheets or payroll cost breakdown for each employee listing dates and hours worked. Computer generated printouts of labor costs for the project must contain the project number, each employee's name, hourly rate, regular and overtime hours, and the dollar amount charged to the project for each pay period. 5.1.5 If Contractor is authorized by City to use or uses any subcontractors, Contractor must include all the above supporting documentation in any subcontractor's Contract, and Contractor must make timely payments to its subcontractors. Contractor must require subcontractors' invoices to follow the same form and contain the same information as set forth above. 2638 SW River Shore Drive, Port Saint Lucie, Florida 34984 3 of 4 P'~t?j@Ct ~l1~41"'t'1't~t1411 '~@I"1/1G~S 5.2 Progress Reports. Contractor will submit to City a monthly progress report showing the progress of work in work hours. 6 Contractor's Key Personnel. The Contractor's Key Personnel for this Work Order Contract will be: Name: Timothy Malagon Address: Project Information Services 2638 SW River Shore Drive Port Saint Lucie, Florida 34984 Phone: 321-287-7062 E-mail: malagont@aol.com 7 City's Project Manager and Authorized Agent. 7.1 The City's Project Manager, for this Work Order Contract will be: Name: Jorge Cano Address: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Phone: 305-673-7071 Email: JorgeCano@miamibeachfl.gov The City's Project Manager, or his/her successor, will sign progress reports, review billing, make recommendations to the City's Authorized Agent for acceptance or rejection of the Contractor's good or services, and make recommendations to the City's Authorized Agent for certification of payment of each Invoice submitted by the Consultant. The City's Authorized Agent or his/her successor, will monitor the Contractor's performance and has the authority to accept or reject the services provided under this Contract. 2638 SW River Shore Qrive, Port Saint Lucie, Florida 34984 4 of 4