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HomeMy WebLinkAboutContract 1929 CONSULTING & APPLICATION DEVELOPMENT SERVICES AGREEMENT City Of Columbia Heights at 590 40TH Ave. NE, Columbia Heights, MN 55421-1618, a Minnesota corporation, (hereinafter referred to as "Client") and Alto Consulting & Training, Inc., located at 7210 Metro Blvd. Edina, MN 55439, a Minnesota corporation (hereinafter referred to as "Alto"), (collectively referred to as the "Parties"). 1. Effective Date and Term The effective date of the Agreement is Friday, September 29,2006. The term of this Agreement shall be until successful completion of the project as outlined in Schedule A or until terminated pursuant to paragraph 12. 2. Project Scope The project scope of this Agreement is the development of a specified computer program or application and accompanying material, (hereinafter referred to as the "Software") as more fully defmed in the scope of the Statement of Work attached hereto as Schedule A. 3. Use of Client's Facilities In order to facilitate the successful completion of this Agreement, it is understood that Alto may require access to certain facilities located at Client's site. In all instances access to such facilities shall be of reasonable duration and at such times as may be agreed upon by the parties. 4. Delivery The Software shall be delivered to Client at the times specified in Schedule A attached hereto. "Delivery" shall include any installation of the Software on Client's system. 5. Acceptance Following delivery and installation of the Software on Client's system, Alto shall certify upon final delivery to Client that the Software is ready for acceptance testing. Upon receipt of such notice, Client shall within ten (10) working days time and with Alto's assistance, operate the Software to determine whether: (a) The Software meets the design specifications and performs the functions and standards as set forth in Schedule A attached hereto; and (b) The documentation, if any, for the Software meets the requirements as set forth in the scope statement attached hereto. If the Software successfully meets these acceptance tests, the Client shall so notify Alto and the Software shall be deemed to be accepted. If the Client fails to give Alto notice of acceptance or non-acceptance within ten (10) working days after certification by Alto that the Software is ready for acceptance testing, the Software shall be automatically deemed to be accepted by the Client. 6. Fees and Expenses Alto shall invoice and Client shall pay Alto for software development services on a time and materials basis. Software development services include analysis, programming, testing, documentation preparation, project management and all other related services performed to deliver the software. The development fees will be charged in accordance with the rates and services definitions described in Section I and II, any work beyond the normal scope or normal hours will revert to Schedule B. The Client shall reimburse Alto for all reasonable direct costs and expenses incurred by Alto in performing the services described herein. Alto will exercise its best efforts to adhere to any time and cost estimates given to the Client, however, the Client acknowledges that these are estimates only and such estimates may not include all fees and expenses ultimately necessary for the satisfactory completion of the project. In the event Client requests changes or modifications to the Software project and such changes or modifications result in additional charges, such changes or modifications shall only be made pursuant to a written request by Client setting forth the changes or modifications and the charges therefore and signed by both parties. Alto invoices shall be for authorized services provided and any incidental costs incurred by Alto in the preceding two week period. All invoices are due and payable thirty days (30) after receipt by Client. A charge of 1.5% per month will be assessed on all balances remaining unpaid after said thirty (30) day period. Any questions or concerns about invoices must be expressed in a timely manner. If payment is not received, Alto shall have the right to cease all work pending resolution of the payment delay. Alto must be notified by Client of any disputes immediately upon its receipt of the invoice in question. All work is based on estimate and is performed by Alto only under client's explicit authorization. Payment is therefore not contingent on a finished product or completion of a specification or other project milestones, and payment shall be made as set forth above. Alto shall perform such services or maintenance as may be reasonably and timely required or requested by the Client pursuant to paragraph 7 of this Agreement. 7. Personnel It is agreed and acknowledged that Alto shall provide competent and qualified personnel to perform as requested by Client. Alto shall have the right to assign its staff as it deems appropriate or necessary to perform the requested services in a timely manner, provided, however, that Client shall have the right to disapprove and reject any of Alto's personnel so assigned. Alto is an independent contractor and not an employee or agent of Client. Personnel supplied by Alto hereunder are not Client's personnel or agents, and Alto assumes full responsibility for their acts under this Agreement. Alto shall be solely responsible for the payment of compensation of Alto employees assigned to perform services hereunder, and such employees shall be informed that they are not entitled to the provision of any Client employee benefits. Client shall not be responsible for payment of worker's compensation, disability, unemployment or other similar insurance or withholding income or other similar taxes or social security for any Alto employee, but such responsibility shall solely be that of Alto or Alto's representative or agent. Client and Alto agree not to offer, promise, nor engage in any employment, either directly or indirectly, of any employees of the party during, the engagement or within twelve (12) months after the completion of any engagement, without the prior written consent of the other party. If either party violates the terms of this paragraph, the violating party shall pay the other party a sum equal to one year of annualized current salary plus bonus of the effected employee's annual gross salary, as and for liquidated damages. 8. Title to Software Alto shall have a security interest in the Software until all payments due to Alto from Client under this Agreement have been paid in full. Upon payment in full: a) the Software shall be the sole and exclusive property of the Client, free from any claim or retention of rights thereto on the part of Alto; and b) Alto retains the right to reuse only the portion of the Software which represents Alto's ongoing improvements to its software libraries, documentation and development techniques, which portions existed prior to Alto's work for the Client. Alto will continue to use these portions, along with any additions and improvements for other client work. None of these portions in any way shall contain client specific information but shall pertain to generic operating information or language. Client shall sign any and all documents reasonably necessary to evidence the security interest of Alto described in this paragraph. 9. Warranty of Original Development Alto warrants that all materials produced hereunder will be of original development by Alto, and will be specifically developed for the fulfillment of this Agreement and, to the best of Alto's knowledge, information and belief, will not infringe upon or violate any patent, copyright, trade secret or other property right of any third party. 10. Confidentiality, Nondisclosure and Security Alto acknowledges and agrees that all work effort and information associated with the Software, related documentation and/or other software or other information provided or made available by Client to Alto, may constitute valuable proprietary trade secrets of Client and is confidential information of Client. Alto agrees not to disclose or to allow access to such confidential information to any other party and shall use its best efforts to protect such confidential information against unauthorized or unlawful use, disclosure, dissemination or copying. Alto shall cause any of its employees having access to such confidential information to be subject to the provisions of this section. Client acknowledges and agrees that during the course of this Agreement and under the circumstances of the working relationship between Alto and Client that it may have access to, and may acquire, information that is deemed to be confidential and proprietary by Alto. To the extent that Alto advises Client that any of such information is proprietary and confidential, Client agrees that with respect to such information that it will not disclose, or allow access, to such confidential information by any other party and to use its best efforts to protect such information against any unauthorized or unlawful use, disclosure, dissemination or copying. Client shall cause any of its employees having access to such information to be subject to the provisions of this section. Alto agrees that it and its personnel (including but not limited to officers, directors, employees, agents and representatives) will at all times comply with all security regulations in effect from time to time at the Client's premises, and externally for materials belonging to Client or to the project. 11. Limitation of Liability Alto shall be liable for the loss, destruction or damage to Client furnished materials only, if such loss, destruction or damage was due to the negligence of Alto, and then only to the extent of the actual cost of restoring the loss, destroyed or damaged materials, provided Client furnishes Alto with all source data necessary for such restoration. Client agrees that Alto's liability arising out of or pursuant to this Agreement shall not exceed the amount billed or billable to Client for the portion of the particular work which was the source of loss or damage, and further agrees that Alto shall not be liable for any indirect, special or consequential damages. 12. Termination This Agreement shall be terminated upon acceptance by Client of the software delivered to Client as set forth in paragraphs 4 and 5 above. In the event that Client fails to give notice of acceptance or non-acceptance within ten (10) working days after certification by Alto that the software is ready for acceptance testing, then the software shall be deemed to have been accepted by Client and upon receipt of payment therefore by Alto; however, the provisions of paragraphs 7, 8, 9, 10 and 11 shall continue to be of full force and effect according to their respective terms. This Agreement may be terminated in the event of breach, if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice thereof from the non-breaching party. If Alto terminates this Agreement as provided herein, Client shall be obligated to pay Alto for all services provided through the date of termination. If this Agreement is terminated due to the Client's non-payment of fees and expenses according to the terms of this Agreement, then Alto shall be entitled to receive fees and expenses it has incurred through the termination date and Client shall pay costs of collection and attorney's fees. This agreement may be terminated on the mutual agreement of Alto and Client. 13. General This Agreement is not assignable without the prior written consent of both Parties. This Agreement can only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of Alto and of Client. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Alto or Client shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly and beyond the reasonable control of Alto or Client from acts of God, civil or military authority, acts of public utility, public enemy, war, accidents, fires, explosions, earthquakes, floods, the elements, strikes, labor disputes, equipment failure, shortages of suitable parts, materials, labor or transportation. This Agreement will be governed by the laws of the State of Minnesota. The Schedules attached hereto are hereby incorporated into this Agreement and made part of this Agreement. This Agreement contains the entire agreement between the parties hereto and supersedes all prior proposals written or oral and other prior communications or agreements between the parties relating to the subject matter of this Agreement. Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions. ALTO CONSULTING & TRAINING By: Gary P By: Walt Fehst Title: City Manager Date: c; - .?-1 - ()(p Date: \0/;:''1/0' jA t~~ SCHEDULE A-l Statement of Work and Costs Address of Notices: Alto Consulting & Training 7210 Metro Boulevard Edina, Minnesota 55439 CLIENT Address: City Of Columbia Heights 590 40TH Ave. NE Columbia Heights, MN 55421-1618 Billing: CLIENT Telephone: 763-706-3600 CLIENT E-mail: aleksandr.chemin@ci.columbia-heights.mn.us Statement of Work Date: Friday, September 29,2006 CLIENT: City Of Columbia Heights CONSULTANT: (optional depending on contract) CLIENT REPRESENTATIVE: Aleksandr Chemin CONSULTANT REPRESENTATIVE(s): Jt:ny Persson I. Descriptions of Projects(s) and Assignments(s): Provide Access to SQL conversion for Special Assessment system. We will add user interface forms and reports. (see attached Word document for a tentative list of forms and reports) Additional Proiect items - SQL 2000 back end - Access 2000 forms and reports - No change of data structure. We import the existing .mdb database and data. - No change in functionality other than to make one small improvement. The program flow and business logic does not change. - Some of the features of the "CityView" development/nmtime environment (data dictionary, reporting functionality, etc) will be lost. Duplicating all that functionality would not be cost effective. II. Time for Completion: Between 200-275 hours at $90.00 per hour; not to exceed 275 hours. Client has option to extend. Time required to complete subsequent work will appear on additional Statements of Work or the consultant's project documentation. III. Documents Required: CONSULTANT shall provide client with such written documentation as may be requested to evidence services perfoill1ed. IV. Fees: (a) Payment for services rendered hereunder shall be at a rate indicated on schedule B unless indicated in Section Two above. (b) Billing terms shall be net 30 days unless otherwise specified in Special Terms section below. ALTO will bill every two weeks for services performed through the length of this arrangement. V. Special Terms: None VI. Project Status Document Routing: ALTO will route project status documents to the CLIENT representatives indicated below: Name: Title: VII: Expenses: Travel or living expenses incurred by the Consultant, while on this project, will be paid by the Client if client is outside the Minneapolis/St Paul Metro Area. (Alto will confirm with client the expected costs before incurring expenses.) CONSULTANT's time spent traveling to and from client for engagements will be charged at the billing rate. ALTO CONSULTING & TRAINING FOR: City Of Columbia Heights By: Jerry Persson By: Gary Peterson Signature: Signatur Date: Date: By: Walt Fehst Title: City Manager Signature: Date: VII: Extensions Consultant Name Hours/Date to Extend Client Rep Initials Alto Rep Initials Schedule B Rates and Services: Alto charges by the hour for project management, analysis, development, quality assurance and training services. The rates are as follows: System Analysis & System Integration Services (see rate chart). Includes initial system evaluation, system troubleshooting, project plan creation, research, obtaining and organizing necessary drivers or software patches, direction for implementation of project plans, executing actual project plans and meetings/phone calls with the client supporting project plans. Cate or Advanced Scheduled Time Descri tion Time spent delivering services to customer where the date and time was a reed on b Alto's Travel Time Travel time is not char ed $150 Scheduler and Client Representative three days in advance of service delivery date. Unscheduled Time Time spent delivering services to customer where Travel Time is With Agreement the date and time was NOT agreed on by Alto's charged if SE spends $175 Scheduler and Client Representative. less than 8 hours at site. Unscheduled Time Time spent delivering services to customer where Travel Time is Without Agreement the date and time was NOT agreed on by Alto's charged if SE spends $200 Scheduler and Client Representative. less than 8 hours at site. Time spent delivering services to customer after Off Hours Time normal business hours where the date and time Travel Time is $225 was NOT agreed on by Alto's Scheduler and always charged. Client Representative. Project Management - $150/hour. Includes all aspects of project management and coordination necessary to successfully complete the project. Analysis - $150/hour. Includes business analysis, design analysis, web design, production of specifications, coding of key components, mentoring, and technical project management. Development - $125/hour. Includes implementation of the analyst's design based on specifications, debugging and module level testing. Web Layout - $55/hour. Includes web page layout, graphical implementation, and content management. Quality Assurance/Testing - $50/hour. Includes application-level testing, data entry and verification on a limited test set of data. Bulk Data Entry - $45/hour. For applications that require the entry of large volumes of data for testing purposes or for an initial loading of existing data. Training - Alto offers regularly scheduled classroom training for a variety of software products, as well as the option of having customized versions of our courseware presented at the client's location. This type of training is priced on a per-student or per-presentation basis, and not by the hour. Call Alto for details. Note: Business hours are Monday-Friday 8:00am to 6:00pm. Services provided outside these times and on scheduled holidays will be billed at one and one-half (11/2) times the billing rate listed above.