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HomeMy WebLinkAboutContract 1884 CONSULTING 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 staffmg 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, 2006 to and including December 31, 2006 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: 2,405 hours annually of full time onsite GIS technical assistance to the communities of Fridley, Andover and Columbia Heights. The services will be in the form of one or more GIS Range Riders that would spend approximately 80 hours per month per city in Andover and Fridley, respectively, and approximately 40.5 hours per month in the City 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. 3. PAYMENT 3.1 Total Cost. The total amount to be paid by Tri-City pursuant to this Contract shall be: $74,141.00 (Andover-$29,595.00, or 40%, Fridley-$29,595.00, or 40%, Columbia Heights-$14,960.00, or 20%) 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 Pavment. 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 notify 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. 4. 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. 5. 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 Federal income taxes, FICA, FUTA, or otherwise, will be made form the payments due Contractor and that it is Contractor's sole obligation to comply with the applicable provisions of all Federal and State tax laws. 6. 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. 7. 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 Covera2;e. The policies of insurance to be obtained by Contractor pursuant to this section shall be purchased from a licensed carrier and shall include the following: A) Professional Liability (1) A professional liability insurance 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: $200,000 per person $600,000 per occurrence B) Workers' Compensation 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 me 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. 8. 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. 9. 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 shall determine whether such inability requires 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. 10. TERMINATION 10.1 With or Without 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 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. 10.3 Failure to Cure. 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. 10.4 Notice of Termination. Notice of Termination shall be made by certified mail 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 Ri2:hts 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 anyone 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 GIS Rangers 2434 Virginia Circle Roseville, MN 55113 City Engineer City of Andover 1685 Crosstown Boulevard NW Andover, MN 55304 Fridlev: Columbia Heiehts: Director of Public Works City of Fridley 6431 University Avenue NE Fridley, MN 55432 Public Works Director City of Columbia Heights 637 - 38th Avenue NE Columbia Heights, MN 55421 13. 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. 14. SEVERABILITY The provisions of this Contract shall be deemed severable. If 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. 15. MERGER 15.1 Final Aereement. This Contract is the f'mal 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 ./ () 1/' // ~' , ~ , ' ,",' " ~, / ,;'-" By: "7-"0 C-z'<z/ -"..) / ,<:c'j '"",.., ~' ' t . . {../" k'"'~-.. ..1 'i,..<. ,- TItle. l.~ [U \f["U"n~ " TRI-CITY GIS ORGANIZATION By. 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