HomeMy WebLinkAboutContract 1813CONSULTING SERVICES AGREEMENT
This Contract is made and entered into between the Tri-City GIS Joint Powers
Organization, consisting of the Cities of Fridley, Columbia Heights and Andover,
hereinafter "Tri-City" and GIS Rangers LLC., 2434 Virginia Circle, Roseville,
Minnesota, 55113, hereinafter "Contractor".
WHEREAS, Tri-City requires services to be provided for the staffing of a GIS
Range Rider to provide GIS technical assistance to the Cities of Andover, Columbia
Heights and Fridley; '
WHEREAS, Contractor desires to and is capable of providing the necessary services
according to the terms and conditions stated herein;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein the parties agree as follows:
1. TERM
1.1 Term.
The term of this Contract shall be from January 1, 2005 to and
including December 31, 2005 unless earlier terminated by law or
according to the provisions of this Contract.
2. CONTRACTOR'S OBLIGATIONS
2.1 General Description.
Contractor shall provide the following services generally described as:
2,430 hours annually of full time onsite GIS technical assistance to the
communities of Fridley, Andover and Columbia Heights. The services
approximately 80 hours per month per city in Andover and Fridley,
respectively, ana approximately 42.5 hours per month in the CiW of
Columbia Heights over the course of the Contract. Hours over and
above what is contracted here will be handled separately on a case by
case basis.
2.2 Conformance to Specification.
Services provided shall meet or exceed the tasks outlined in the Tri-
City GIS Technical Assistance Request for Proposal set out in Exhibit
A which is attached hereto and incorporated herein by reference.
PAYMENT
3.1 Total Cost.
The total amount to be paid by Tri-City pursuant to this Contract
shall be:
$75,155.00 (Andover-$28,183.°°, or 39.5%, Fridley-$28,183.°°, or
39.5%, Columbia Heights-S14,960.°°, or 21%)
3.2 InvOices.
Contractor shall, within fifteen (15) working days following the last
day of each calendar month in which services were provided, submit
an invoice and request for payment on an invoice form acceptable to
Tri-City. This invoice shall itemize 1) the hours of services rendered
listed by classification, 2) the date such services were provided, 3) a
general description of the services provided, 4) the name of client
receiving services, 5) the amount and type of all reimbursable
expenses being charged to the Contract, 6) the dates of the
performance period covered by the invoice.
3.3
Time of Payment.
Tri-City shall make payment to Contractor within thirty-five (35)
days of the date on which the invoice is received. If the invoice is
incorrect, defective, or otherwise improper, Tri-City will noti~
Contractor within ten (10) days of receiving the incorrect invoice.
Upon receiving the corrected invoice from Contractor, Tri-City will
make payment within thirty-five (35) days.
3.4
Payment of Unauthorized Claims.
Tri-City may refuse to pay any claim which is not specifically
authorized by this Contract. Payment of a claim shall not preclude
Tri-City from questioning the propriety of the claim.
COMPLIANCE WITH LAWS/STANDARDS
4.1 General.
Contractor shall abide by all Federal, State or local laws, statutes,
ordinances, rules and regulations now in effect or hereinafter
pertaining to this Contract or to the facilities, programs and staff for
which Contractor is responsible.
4.2
Minnesota Law to Govern.
This Contract shall be governed by and construed in accordance with
the substantive and procedural laws of the State of Minnesota,
without giving effect to the principles of conflict of laws. All
proceedings related to this Contract shall be venued in the State of
Minnesota.
INDEPENDENT CONTRACTOR STATUS
Contractor is an independent contractor and nothing herein contained shall
be construed to create the relationship of employer and employee between
Tri-City and Contractor. Contractor shall at all times be free to exercise
initiative, judgment and discretion as to how to best perform or provide
services. Contractor acknowledges and agrees that Contractor is not entitled
to receive any of the benefits received by Tri-City employees and is not
eligible for workers' or unemployment compensation benefits. Contractor
acknowledges and agrees that no withholding or deduction for State or
I'gUCl'~[l III(OIIIC [~!~, JL~l~.~x~k, g Ul~, {,il- Otllel-Wl~e, Will Be madeIOrlll tile
payments due Contractor and that it is Contractor's sole obligation to
at
comply with the applicable provisions of all Federal and State tax laws.
INDEMNIFICATION
Contractor shall indemnify, hold harmless and defend Tri-City, its members,
officers and employees against any and all liability, loss, costs, damages,
expenses, claims or actions, including attorneys' fees which Tri-City, its
officers or employees may hereafter sustain, incur or be required to pay,
arising out of or by reason of any negligent or willful act, or negligent or
willful omission of Contractor, its agents, servants or employees, in the
execution, performance, or failure to adequately perform Contractor's
obligations pursuant to this Contract.
INSURANCE
7.1 General Terms.
In order to protect itself and to protect Tri-City under the indemnity
provisions set forth above Contractor shall, at Contractor's expense,
procure and maintain policies of insurance covering the term of this
Contract, as set forth below. Such policies of insurance shall apply to
the extent of, but not as a limitation upon or in satisfaction of, the
indemnity provisions herein. All retentions and deductibles under
such policies of insurance shall be paid by Contractor. Each such
policy shall not be canceled by the issuing insurance company without
at least ten (10) days written notice to Tri-City of intent to cancel.
7.2
Coverage.
The policies of insurance to be obtained by Contractor pursuant to
this section shah be purchased from a licensed carrier and shall
include the following:
A) Professional Liability
/'~" llHOllity lll~UrallEg
~l~ A professional '-'-'--"-' ..................... policy covering
personnel of Contractor, if any, who provide
professional services under this Contract, which shall
include the following coverages at a minimum:
Personal Injury/Damage:
B) Workers' Compensation
$200,000 per person
$600,000 per occurrence
If applicable, Contractor shall procure and maintain a policy that
at least meets the statutory minimum.
7.3 Certificates.
Prior to or concurrent with execution of this Contract, Contractor
shall file certificates or certified copies of such policies of insurance
with Tri-City.
7.4 Failure to Provide Proof of Insurance.
Tri-City may withhold payments for failure of Contractor to furnish
proof of insurance coverage or to comply with the insurance
requirements as stated above.
SUBCONTRACTING
Contractor shall not enter into any subcontract for the performance of the
services contemplated under this Contract nor assign any interest in the
Contract without prior written consent of Tri-City.
DEFAULT
9.1 Inability to perform.
Contractor shall make every reasonable effort to maintain staff,
facilities, and equipment to deliver the services to be purchased by
Tri-City. Contractor shall immediately notify Tri-City in writing
whenever it is unable to, or reasonably believes it is going to be unable
to, provide the agreed upon quality of services. Upon such
notification, Tri-City shah determine whether such inability requires
10.
a modification or cancellation of this Contract.
9.2
Duty to Mitigate.
Both parties shall use their best efforts to mitigate any damages which
might be suffered by reason of any event giving rise to a remedy
hereunder.
TERMINATION
10.1 With orWithout Cause.
Notwithstanding any other provision of this Contract, either party
may terminate this Contract at any time for any reason by giving
thirty (30) days written notice to the other. Tri-City shall pay to
Contractor the reasonable value of services received from Contractor
as of the termination date.
10.2
10.3
Notice of Default.
Either party may terminate this Contract for cause by giving ten (10)
days written notice of its intent. Said notice shall specify the
circumstances warranting termination of this Contract.
Failure to Cure.
10.4
If the party in default fails to cure the specified circumstances as
described by the notice given under the above paragraph within the
ten (10) days, or such additional time as may be authorized by the
party giving notice, then the whole or any part of this Contract may
be terminated by written notice.
Notice of Termination.
Notice of Termination sh_$1_!l be made by certified mai! or personal
delivery to the authorized agent of the party. Notice of Termination is
deemed effective upon delivery to the address of the party as stated in
paragraph 12.
10.5
Effect of Termination.
Termination of this Contract shall not discharge any liability,
responsibility or right of any party which arises from the performance
of or failure to adequately perform the terms of this Contract prior to
the effective date of termination, in accordance with the laws of the
State of Minnesota.
11.
CONTRACT RIGHTS/REMEDIES
11.1 Rights Cumulative.
All remedies available to either party under the terms of this Contract
or by law are cumulative and may be exercised concurrently or
separately, and the exercise of any one remedy shall not be deemed an
election of such remedy to the exclusion of other remedies.
11.2
Waiver.
Waiver for any default shall not be deemed to be a waiver of any
subsequent default. Waiver or breach of any provision of this
Contract shall not be construed to be modification for the terms of
this Contract unless stated to be such in writing and signed by
authorized representatives of Tri~city and contractor.
12.
AUTHORIZED REPRESENTATIVE
Notification required to be provided pursuant to this Contract shall be
provided to the following named persons and addresses unless otherwise
stated in this Contract, or in a modification of this Contract.
To Contractor:
Andover:
Blaine Hackett
~1~ ~tangers
2434 Virginia Circle
Roseville, MN 55113
City Engineer
City of Andover
1685 Crosstown Boulevard NW
Andover, MN 55304
Fridle¥:
Director of Public Works
City of Fridley
6431 University Avenue NE
Fridley, MN 55432
Columbia Heights:
Public Works Director
City of Columbia Heights
637 - 38th Avenue NE
Columbia Heights, MN 55421
13.
14.
15.
MODIFICATIONS
Any alterations, variations, modifications, or waivers of the provisions of this
Contract shall only be valid when they have been reduced to writing, and
signed by authorized representatives of Tri-City and Contractor.
SEVERABILITY
The provisions of this Contract shall be deemed severable, ff any part of this
Contract is rendered void, invalid, or unenforceable, such rendering shall not
affect the validity and enforceability of the remainder of this Contract unless
the part or parts which are void, invalid or otherwise unenforceable shall
substantially impair the value of the entire Contract with respect to either
party.
MERGER
15.1 Final Agreement.
This Contract is the final statement of the agreement of the parties
and the complete and exclusive statement of the terms agreed upon,
and shall supersede all prior negotiations, understandings or
agreements. There are not representations, warranties, or
stipulations, either oral or written, not herein contained.
IN WITNESS WHEREOF, the parties hereto have executed this Contract on the
date(s) indicated below.
CONTRACTOR
Title:
Date:
TRI-CITY GIS ORGANIZATION~
Title: /~dx.~,o~_~' C__;4~ ~--~ee~'
Date: / / / ~ z.//o '-/
By:
Title:
Date:
,/
Exhibit A
The following is a scope of services to be performed for the Tri-City Range Rider project.
The GIS Rangers ta_a will perform all GIS related services for the cities of Andover,
Columbia Heights and Fridley. The GIS services will include but are not limited to the
following:
· Maintain and edit all GIS datasets pertaining to and being used for each City's
GIS.
· Create new datasets by
o Heads up digitizing
o Mer~ng new datasets
o Spatial analysis
o Geoprocessing
o Geocoding
· Create and update GIS maps
· Advise the Tri-Cities on matters relating to GIS projects and soft-ware
· Maintain and keep records of GIS-related software and sol.are licenses
· Customize GIS soft:ware where applicable
· Customize and maintain GIS related web pages and web mapping applications
Other services not pertaining to GIS are as follows:
Create and maintain Microsoft Access databases
Customize forms and reports using Microsoft Access
· Request and maintain updates of county assessor's data