Loading...
HomeMy WebLinkAboutContract 2042Blue Cross and Blue Shield of Minnesota zoaz 3535 Blue Cross Road, Eagan, Minnesota 55122 Contractor Agreement Name of Agreement/Project 2007-2008 Active Community Planning -Columbia Hei hts Com rehensive Plan Date of A reement Au ust 28, 2007 Location of Services ^ Onsite ®Offsite Contractor Com an Name Cit of Columbia Hei hts Address 1 637 38 Avenue NE Cit ,State, Zi Columbia Hei hts, MN 55421 Federal I D # 41-6005069 Contractor Contact Kevin Hansen Email Address for Contractor Kevin.hansen Columbia-hei hts.mn.us Voice Phone Number 763-706-3705 Fax Phone Number 763-706-3701 A reement Start Date 9/4/2007 A reement End Date 10/31/2008 1. Scope of Work: The Contractor shall provide the following "Services" to BCBSM, INC. dba Blue Cross and Blue Shield of Minnesota ("BCBSM"): A. Contractor will consider comprehensive plan amendments for its community. The planning process will fully explore incorporating "active living principles" and clear provisions and strategies for accommodating non-motorized transportation modes as their community develops. Active living principles define a way of life that integrates physical activity into daily routines. The CDC (Centers for Disease Control) recommends 30 minutes of moderately intense physical activity on five or more days per week. 2. Deliverables To Be Furnished by Contractor: A. Contractor shall perform the following duties 1. Contractor will update the Columbia Heights Comprehensive Plan by the end of 2008. The resulting comprehensive plan will explicitly address the community's strategies for accommodating non-motorized transportation modes and other characteristics (zoning revisions, density guidelines, etc.) that are consistent with "active living principles." This is expected to include a "Complete Streets" policy. Complete Streets are designed and operated to enable safe access for all users. Pedestrians, bicyclists, motorists and transit riders of all ages and abilities are able to safely move along and across a Complete Street. 2. Contractor will send one or more staff, including a member of the planning staff and/or the chosen planning consultant, to participate in educational sessions to be arranged by the Metropolitan Design Center of the University of Minnesota, retained by BCBSM as technical assistance provider ("TA provider"). The schedule of events includes: • September 13-14, 2007 (tentative date) - 2 day event addressing 4 topic areas TBD 3. Contractor will consult with the TA provider to finalize contractor's schedule of participation. 4. Contractor will prepare and submit a schedule of activities and meetings related to the completion of Comprehensive Plan updating to the TA provider and BCBSM. Page 1 of 5 Blue Cross and Blue Shield of Minnesota 3535 Blue Cross Road, Eagan, Minnesota 55122 Contractor Agreement 5. Contractor will submit a draft of the Comprehensive Plan to the TA provider for preliminary review and critique. The timing of draft submission will be jointly determined by the TA provider and Contractor. 6. Contractor agrees to consult with the TA provider during the course of the Comprehensive Plan updating process, with the draft Plan being subjected to review, critique, and consideration as a potential model for other municipalities. Such a request will be made at the discretion of the TA provider and BCBSM subsequent to the preliminary review referenced in paragraph 5 above. 7. Contractor will use the Health Impact Assessment tool provided by the TA provider. 8. Contractor will submit a copy of the final Comprehensive Plan to both the TA provider and BCBSM. 9. Contractor will designate one (1) staff person responsible for coordinating their funded activities and serving as primary contact for BCBSM and the TA provider. 10. Contractor will provide BCBSM Project Manager the opportunity to review before distributing and/or implementing letters to the editor, press releases (including joint press releases), and advertising that references BCBSM. 11. Contractor will provide BCBSM project manager with copies of all media coverage. 12. Contractor will make available to BCBSM copies of any products produced by activities supported by these funds. 13. Contractor will submit a program budget, attached hereto as Appendix A, which by this reference becomes a part of this Agreement. Contractor's budget must be approved by BCBSM prior to beginning work. BCBSM reserves the right to refuse payment for any expenses which were not in an approved budget. Contractor will obtain pre-approval of BCBSM Project Manager for the following: a. Any budget change after work begins that results in more than a 10% change in individual line items. Proposed changes cannot affect the overall contract amount: i) Modifying or adding subcontractors that are not in the approved budget ii) Equipment purchases of $500 or greater that are not in the approved budget. Examples of equipment include computers, projectors, printers, etc. iii) Travel outside the state of Minnesota iv) Costs for attending conferences. The only exception is aBCBSM-mandated conference. Examples include conference registration fees and travel costs. 14. Contractor agrees to adhere to BCBSM communication guidelines, attached hereto as Appendix B. 15. Contractor must initiate contact with BCBSM Project Manager at least once per month, or as agreed upon by Contractor and Project Manager. 16. Contractor will notify BCBSM Project Manager when there is a change of personnel on the Contract. Page 2 of 5 Blue Cross and Blue Shield of Minnesota 3535 Blue Cross Road, Eagan, Minnesota 55122 Contractor Agreement 3. Compensation A. For the Services described herein, BCBSM shall pay Contractor fees for actual costs far items listed in Appendix A, Budget. B. Total fees under this Agreement will not exceed $23,000. 4. Payments A. Method of Payment 1. Unspent Advance Funds Notwithstanding the advance payment provisions below, Contractor agrees to repay any unspent advanced funds within sixty (60) days of written request by BCBSM, following financial report reconciliation procedures set forth in this section. 2. Payment Contractor is eligible to receive an advance payment of up to 20% of their contract amount upon the signing of the contract. To receive the advance, contractor must complete and submit an Advance Request form to BCBSM Project Manager. Subsequent payments to Contractor will be made on a reimbursement basis based on the actual costs the Contractor incurs for the deliverables stated in this contract. The contractor will submit requests for reimbursement using the Invoice form provided by BCBSM. At the last billing cycle, BCBSM will reconcile the total amount that was paid to the Contractor to the total amount of expenditures Contractor incurred on this contract. The total amount paid to contractor (including advance payments) must equal the total expenses for the contract. If the total amount paid to the Contractor is greater than the total expenses incurred, the Contractor will pay BCBSM the difference. B. The following expenses will not be reimbursed by BCBSM under this agreement. 1. Capital purchases 2. Provision of alcohol, tobacco, or other controlled substances 3. Gifts for staff 4. Pay down existing debt BCBSM Project Manager will communicate to Contractor any additional expenses that will not be reimbursed. The effective date will be the date given in the notice and will apply only to expenses from that date forward. It will not be applied retroactively. C. BCBSM will not reimburse for costs that were incurred for activity either before the start date or after the end date of this contract stated in this contract. D. Indirect or administrative costs Indirect or administrative expenses on this contract cannot exceed 15% of direct costs. Contractor should not automatically include 15% as their indirect rate. There needs to be a method to the calculation of the indirect/administrative expense rate or amount, and upon our request, you may be asked to explain the calculation. Indirect costs are those costs that are intended to cover contract-related costs that are not easily identifiable, but are necessary to conduct the work. Indirect costs are the types of expenses the organization would incur whether or not it was awarded the contract. Page 3 of 5 Blue Cross and Blue Shield of Minnesota 3535 Blue Cross Road, Eagan, Minnesota 55122 Contractor Agreement Examples include rent, utilities, insurance, executive director's salary, and other overhead expenses. E. Contractor needs to allow approximately six weeks for payment from the date invoice was submitted. F. All invoices must be approved by BCBSM Project Manager in order to be paid. Payment will be authorized when Project Manager determines satisfactory progress is being made and costs are in agreement with budget in Appendix A or with agreed upon changes as required in Section 4.A.2, Method of Payment. G. For purposes of Section 17 of the Terms and Conditions, Contractor agrees to look solely to BCBSM, its successors or assignees for the payment or performance of any of BCBSM's obligations hereunder, and Contractor agrees that no trustees, officers or employees of BCBSM shall be personally liable for such payment or performance. 5. Invoicing A. Invoices must be submitted on at least a quarterly basis, but invoices can be submitted as often as monthly. All invoices are due within 45 days of the ending date of the reporting period. B. Contractor shall use the invoice form provided by BCBSM and needs to provide all information requested. Incomplete invoices or invoices not submitted in accordance with the above will be returned to Contractor without payment for correction. C. An invoice must be signed by the person who signed the Contract or his/her designee. If there is a question as to the authority of the signer that cannot be resolved to the satisfaction of BCBSM, the invoice will not be honored. D. Each invoice is subject to approval by Project Manager and/or other BCBSM staff, and possible audit by BCBSM before payment may be disbursed. If an invoice is questioned by BCBSM, the Project Manager shall contact the Contractor within fifteen (15) days of receipt of invoice. E. Mail Invoice to: Blue Cross and Blue Shieid of Minnesota Attn. Accounts Payable Mail M109 3535 Blue Cross Road Eagan, Minnesota 55122-1154 6. Compliance with Laws The parties do not contemplate that performance of the services provided herein will involve attempting to influence legislative or administrative action, or the official action of a metropolitan governmental unit, by communicating or urging others to communicate with public or local officials or any other activity which may be "lobbying" under applicable state or federal law. If, however, contractor determines that such activities do constitute lobbying, contractor will comply with all applicable state and federal rules and regulations and inform BCBSM that it is reporting such activity as lobbying. Page 4 of 5 Blue Cross and Blue Shield of Minnesota 3535 Blue Cross Road, Eagan, Minnesota 55122 Contractor Agreement 7. Agreement Contractor shall provide the Services identified above in accordance with the provisions of this Contractor Agreement and the "Blue Cross and Blue Shield of Minnesota Contractor Terms & Conditions" pages 1 through 7 which are attached and made a part of this Contractor Agreement, and which together constitute the "Agreement". In Witness whereof, the parties have executed this Contractor Agreement on the dates} indicated below. BCBSM, INC., dba Blue Cross and Blue Shield of Minnesota: Contractor: City of Columbia Heights By r~ ,,, Signature ~-- MarC,AA'anley Vie-President $~ Chief Medicatl Officer Population Health Print Name f ~d~~ ~ Date By r , .- ~,. ~~~ ~~ Signature Print Name Date !"i; ~-q ~j~, ~`~ ~ { e ij S Gs r1 Print me Date Page 5 of 5 Blue Cross Blue Shield of Minnesota Contractor Terms and Conditions 1. 1. SCOPE OF WORK BCBSM, INC., dba Blue Cross and Blue Shield of Minnesota (hereafter referred to as "BCBSM") hereby engages the Contractor, as an independent contractor, to perform and furnish the Services and work product/deliverables described in the Contractor Agreement to which these Terms and Conditions are attached. All Services are to be performed in accordance with the Contractor Agreement and if no other schedule of performance is provided, Services are to begin immediately and proceed at a pace consistent with industry practice, time being of the essence to BCBSM. 2. MODIFICATIONS -CHANGES No amendment or variation of the terms of this Contract shall be valid unless made in writing and agreed upon by Contract Manager. Major changes to the Contract including, but not limited to, increases or decreases to the overall Contract amount and substantial revisions to the project deliverables, require formal amendment of this Contract. Changes such as budget line items changes greater than 10% do not require amendment of the Agreement; however, the Contractor shall obtain prior written approval from Contract Manager before making such changes. All requests should be submitted in writing and include a description of the proposed change and the reason for the change. 3. PERSONNEL Contractor will furnish qualified workers to perform the Services at the times and locations} designated by Workplan. Contractor is responsible for overseeing and managing the tasks and functions for the Services provided under the Contractor Agreement. Contractor will make reasonable efforts to honor specific requests by BCBSM with regard to the workers who are assigned and any other aspect of obtaining the desired results under the Contractor Agreement. Contractor shall not subcontract with any third party for the performance of any Services to be provided under this Agreement without in each instance notifying BCBSM of Contractor's use of such third party subcontractor Contractor shall require each such third party for which BCBSM's consent may be given, to agree in writing to perform in accordance with, and subject to the terms of this Agreement prior to the performance of Services by such third party. Neither BCBSM's consent to the use of any subcontractor, nor the failure of performance thereof by such subcontractor, shall relieve, release or affect Contractor's duties, liabilities or obligations hereunder, and Contractor shall at all times be and remain liable hereunder. Contractor will ensure that its employees and permitted subcontractors will in the performance of this Agreement and whenever on BCBSM's premises, comply with all reasonable instructions, protocols policies and procedures as may be adopted by BCBSM from time to time, including its ban on firearms and all other weapons in all buildings BCBSM owns or leases. 4. TERM/TERMINATION This Agreement is effective for a term ("Term") commencing on the Start Date and continuing until the End Date, or until the contracted Services have been completed, or the maximum dollar amount has been reached, whichever occurs first. The start date is defined as the later of either the start date stated in this contract or the date the contract was signed by BCBSM. Contractor cannot start work until the contract has been signed by BCBSM. "Start work" is defined as beginning work on the deliverables stated in this contract. Contractor will meet with Contract Manager prior to a signed Contract in order to do necessary work to reach an agreement on the deliverables, budget, and work plan. Additional Services may be contracted by a written amendment to the Contractor Agreement which is signed by the parties. BCBSM or Contractor may terminate this Agreement without cause upon thirty (30) days written notice to the other party, and upon such termination without cause, BCBSM shall be responsible for payment of fees for Services performed by Contractor to the date of termination, and, if fixed fee, any fees shall be pro-rated to the date of termination. In the event of material breach by either party, notice of breach shall be given by the non-breaching party. In the event such breach is not cured within 10 days of receipt of such notice, the non-breaching party may Page 1 of 7 Blue Cross Blue Shield of Minnesota Contractor Terms and Conditions immediately terminate this Agreement and in addition may exercise any other right or remedy provided herein or at law or in equity. 5. CHARGES BCBSM agrees to pay Contractor at the rate specified in the Contractor Agreement for the Services outlined therein. Contractor shall invoice BCBSM in accordance with the Contractor Agreement and BCBSM shall remit payment to Contractor within the time period specified in the Contractor Agreement. Contractor is solely responsible for paying its employees and any subcontracted personnel for Services performed under this Agreement. In no event shall BCBSM be liable to Contractor's employees or subcontracted personnel for payment for any Services provided under the Contractor Agreement. BCBSM is not liable to pay or reimburse any type of expense which is not listed in the Contractor Agreement unless otherwise agreed upon in writing. Contractor assumes responsibility for the timely payment of all income tax, unemployment and workers' compensation insurance, and all other employment-related taxes arising out of the performance of Services under the Contractor Agreement. 6. INDEPENDENT CONTRACTOR RELATIONSHIP Contractor is an independent contractor, and is not an employee, servant, agent, partner, or joint venture of BCBSM. BCBSM shall identify and request the Services to be performed, but Contractor shall determine the legal means by which all Services are to be accomplished. BCBSM is not responsible for withholding, and shall not withhold, FICA or any other employment-related taxes of any kind from any payments made to Contractor. Neither Contractor, its employees, nor any subcontracted personnel shall be entitled to receive any benefits which employees of BCBSM are entitled to receive, nor shall Contractor, its employees or subcontracted personnel be entitled to workers' compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or Social Security on account of Services performed under the Contractor Agreement. 7. CONFIDENTIALITY Contractor acknowledges and agrees that in the course of performing Services hereunder, Contractor might be given or obtain access to Confidential Information of BCBSM. Contractor shall not disclose, nor shall the Contractor permit its employees or subcontractors to disclose, to any employee or subcontractor of Contractor not specifically assigned to perform Services hereunder, or to any person, entity or organization not a party to this Agreement, any such Confidential Information of BCBSM. a. "Confidential Information" shall far purposes of this Agreement include, without limitation, all information in any form which relates to the business, expertise and/or operations of BCBSM and/or its affiliates, including, without limitation, information in any form generally understood to be trade secret, proprietary or confidential and/or that is related to its corporate strategic goals, plans, strategies, products and services, commercial and financial information, system functionality charts and descriptions, program code logic, trade secret information, and information about employees, health care providers, customers and/or business partners. "Confidential Information" shall also include any notes, analyses, cost data, compilations, studies, interpretations, or documents which contain or are based upon any Confidential Information, regardless of whether any such materials or information are specifically labeled as "confidential", and any other information in any form generally understood to be proprietary, trade secret or confidential, or which under all the circumstances ought reasonably to be treated as proprietary, trade secret or confidential. All Confidential Information disclosed is provided "AS IS". Contractor shall have no rights of ownership or otherwise in any Confidential Information disclosed by BCBSM hereunder and all such rights are expressly reserved to BCBSM and/or the rightful owner thereof. Contractor will otherwise protect the confidentiality of BCBSM's Confidential Information in at least the same manner it protects the confidentiality of its own proprietary and Confidential Information of like kind. Page 2 of 7 Blue Cross Blue Shield of Minnesota Contractor Terms and Conditions 8. EQUIPMENT The Parties agree that BCBSM shall hold and retain throughout the term of this Contract rights and interest in personal property, including equipment, purchased with funds provided through this contract. In the event this Contract is terminated before full performance and completion of all activities and work authorized and funded herein, the Contractor shall, within sixty (60) days of Contractor's receipt of a written demand from BCBSM, surrender possession of and any rights to all such property specified in BCBSM written demand. After sixty (60) days, and upon the BCBSM's termination that Contractor has complied with all terms and conditions of this Contract and has completed all Contractor obligations reflected herein, BCBSM shall relinquish to the Contractor any and all rights to, and interests in, personal property, including equipment purchased with funds provided throughout this Contract. The contractor shall, at the request of BCBSM or as specifically directed in the Project Narrative, of Contract Application, herein, provide the Department with copies of any data, design plans, specifications, photographs, negatives, audio and video productions, films, recordings, reports, findings, recommendations and memoranda of every description or any part thereof, prepared under the Agreement. BCBSM shall have the right to copy and distribute said copies in any manner when and where it may determine without any claim on the part of the Contractor, its vendors or subcontractors to any additional compensation. 9. STOP WORK NOTICE Immediately upon receiving a written notice from BCBSM to stop work, the Contractor shall cease all work under this Contract. In the event that BCBSM issues a stop work notice, Contractor will not be paid for any program costs incurred after Contractor has received such notice until such time as Contractor is instructed to resume work, if at all. 10. SITE VISITS BCBSM may conduct periodic site visits, at its own expense, to monitor progress during the Contract term. Also, interim oral or written progress reports may be required to supplement the more formal status reports. 11. RECORD KEEPING REQUIREMENTS a. Contractor will establish an official file for the project. The file shall contain documentation of all actions taken regarding this contract. b. Contractor shall establish separate ledger accounts for the receipt and expenditure of Contract funds and maintain expenditure detail in accordance with the approved budget detail. Separate bank accounts are not required. c. Contractor shall maintain financial records in accordance with generally accepted accounting principles. Contractor shall maintain adequate supporting documentation in such detail so as to provide an audit trail of receipts, expenditures, and disbursements. Contractor's records will permit tracing transactions from support documentation to the accounting records to financial reports and billings. Such documentation shall include proof of all match contributions, including identification of the source of each and every such contribution, and may include, but shall not necessarily be limited to subsidiary ledgers, payroll records, vendor invoices, canceled checks, bank or other financial account records, consultant contracts and billings, volunteer rosters and work logs, and lease or rental agreements. Such documentation shall be readily available for inspection, review, and/or audit by Project Staff or other representative of BCBSM. d. Subcontractor(s) employed by the Contractor and paid with moneys under the terms of this Contract shall be responsible for maintaining accounting records as specified above. BCBSM reserves the right to conduct audits of sub-contractors. Page 3 of 7 Blue Cross Blue Shield of Minnesota Contractor Terms and Conditions e. The books, records, documents, and accounting procedures and practices of Contractor relevant to this agreement shall be retained and made available and subject to examination by BCBSM for a minimum of three years. 12. ALLO1lhlABLE COSTS AND DOCUMENTATION To be allowed under this Contract, costs must meet the following criteria: a. Be necessary and reasonable for the performance of the contract. b. Be determined in accordance with generally accepted accounting principles. c. Be adequately documented. 13. REASONABLE COSTS A cost is reasonable if, in its nature or amount, it does not exceed that which would be incurred by a prudent person under the circumstances prevailing at the time the decision was made to incur the cost. Consideration will be given to: a. Whether the cost is of a type generally recognized as ordinary and necessary for the performance of the Contract. b. The restraints or requirements imposed by such factors as generally accepted sound business practices, arms length bargaining, federal and state laws and regulations and the terms and conditions of the Contract. c. Whether the individuals concerned acted with prudence in the circumstances, considering their responsibilities to the organization, its members, employees, clients, and the public at large. d. Significant deviations from the established practices of the organization that may unjustifiably increase Contract costs. 14. REIMBURSEMENT LIMITED TO NET COSTS All costs charged against the Contract shall be net of all applicable credits. The term "applicable credits" refers to those receipts or reductions of expenditures that operate to offset or reduce expense items that are reimbursable under this Contract. Applicable credits may include, but are not necessarily limited to, rebates or allowances, discounts, credits toward subsequent purchases, and refunds. Contractor shall, where possible, deduct the amount of the credit from the amount billed as reimbursement for the cost, or shall deduct the amount of the credit from the total billed under a future invoice. 15. AUDITS The Contractor agrees that BCBSM and its representatives shall have an absolute right of access to, and right to review and copy, all of the Contractor's records pertaining to this Contract and to conduct reviews and/or audits related to this Contract. Contractor shall, for the purpose of any such review or audit, retain and provide access to all records related to the Contract including, but not necessarily limited to, those records specified in Clauses (#10, # 11, #12, #13, and #14) above. Contractor shall also provide access to and allow interview of any employee who might reasonably have information related to such records. Such access to employees and records shall be provided during normal business hours throughout the Contract term and for at least three years after the final payment is disbursed pursuant to this Contract, or until completion of any action and resolution of all issues which may arise as a result of any audit or review of such records, whichever is later. 16. DOCUMENTATION OF TIME SPENT Contractor shall maintain reports or other detailed records (e.g. activity logs or timesheets) documenting time spent by each employee, agent, contractor or volunteer whose work in support of the Contract is billed under the Contract or used as match. Records used to meet this requirement shall identify the individual performing the work, the date on which the work was performed, the specific Contract-related activities or objectives to which the individual's time was devoted, and the Page 4 of 7 Blue Cross Blue Shield of Minnesota Contractor Terms and Conditions amount of time spent. Such records shall reflect actual time spent, rather than that which was planned or budgeted. 17. INDEMNITY AND INSURANCE Each party agrees that it will be responsible for its own acts and the results thereof to the extent authorized by law and shall not be responsible for the acts of the other party and the results thereof. The following section applies to governmental entities: (A government entity is a state agency, statewide system or political subdivision as defined in Minnesota Statutes Chapter 13). The liability of the parties shall be governed by the provisions of the Minnesota Municipal Tort Claims Act, Minnesota Statutes Chapter 466 and other applicable law. The following section applies to non-governmental entities: In addition to any other insurance requirements set forth in this Agreement, Contractor shall at its own cost and expense, maintain (and cause its subcontractors, if any, to maintain) the following insurance coverage's in full force and effect throughout the Term of this Agreement: 1) Workers' Compensation Insurance, as may be from time to time required under applicable federal laws and the laws of the State(s) or country in which the Services are performed; 2) Employers Liability Insurance, with limits of not less than $500,000 each accident, $500,000 disease -policy limit, and $500,000 disease -each employee; 3) Commercial General Liability Insurance (including contractual liability to cover the indemnity provisions set forth in this Agreement) with limits of not less than $1,000,000 each occurrence (including personal and advertising injury); and 4) Automobile Liability Insurance (including owned, non-owned and hired) with limits of not less than One Million Dollars ($1,000,000) combined single limit. The foregoing insurance coverage's shall contain a provision whereby the insurer agrees to give BCBSM thirty (30) days' written notice before the insurance is canceled or altered in such a way that it no longer satisfies the requirements set forth in this Section 16. The foregoing insurance coverage's (except for the Workers' Compensation Insurance Coverage) shall be written on an occurrence basis and shall name BCBSM as an additional named insured. The Contractor shall furnish current certificates evidencing that the foregoing insurance is being maintained by Contractor. Delivery of a certificate to BCBSM which is not in full compliance with this Agreement shall not be deemed a waiver of the Contractor's obligations. 18. AMENDMENT This Agreement may be amended only by mutual written agreement of the parties. 19. GOVERNING LAW The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the laws of the state of Minnesota, and, to the extent applicable, the laws of the United States of America. 20. DISCLOSURE OF GOVERNMENT DATA All terms of this contract are subject to Contractor's obligations under the Minnesota Government Data Practices Act and any other State of Minnesota or Federal law regulating disclosure of government data. 21. NOTICES Every notice or other communication to be given by either party to the other with respect to this Agreement, shall be in writing and shall not be effective for any purpose unless the same be delivered personally or by United States certified mail, postage prepaid, addressed if to BCBSM as follows: Page 5 of 7 Blue Cross Blue Shield of Minnesota Contractor Terms and Conditions Blue Cross and Blue Shield of Minnesota 3535 Blue Cross Road - M110 Eagan, Minnesota 55122 Attn: Purchasing Manager and if to Contractor at the address set forth in the Contractor Agreement; or at such other address or addresses as BCBSM or Contractor, respectively, may from time to time designate by notice given as above provided. 22. WARRANTIES Contractor warrants that (a) all Services performed hereunder will be performed in good faith and in a good, professional, workmanlike, competent and timely manner, in conformity with all applicable professional standards and the requirements of these Terms and Conditions and the Contractor Agreement, (b} Contractor, its employees and permitted subcontractor personnel, if any, shall have and maintain the requisite technical knowledge, skills, abilities, licenses and qualifications to provide the Services, (c) Contractor will comply with all applicable local, state and federal ordinances, laws and regulations in providing the Services, and (d) all work product to be provided BCBSM as a result of the Services will comply, function and perform in accordance with specifications and requirements set forth in the Contractor Agreement, if any. Contractor warrants that Contractor (including Contractor's personnel performing Services hereunder) (a) has not offered or provided any gifts, gratuities or other consideration to any BCBSM employee for the purpose of inducing BCBSM to enter into this Agreement, and (b) has no personal, financial or other interest in or with (i) any supplier of goods or services recommended by Contractor to BCBSM, or (ii) any BCBSM customer or supplier to BCBSM of goods or services, which relate to Services performed or to be performed by Contractor under this Agreement. Contractor agrees that it will not permit any person having such a "conflict of interest" to perform services for or on behalf of BCBSM. 23. ENTIRE AGREEMENT The parties mutually agree and understand that this Contract is a legally binding document. These Terms and Conditions and the Contractor Agreement to which they are attached and hereby made a part thereof, together with any Exhibits or Attachments to the Contractor Agreement, to the extent specifically referenced in and incorporated into the Contractor Agreement, constitute the entire "Agreement" between the parties and supersede all previous discussions, proposals and/or written or oral agreements, if any, relative to the subject matter hereof. In the event of any inconsistency between these Terms and Conditions, the Contractor Agreement, the Exhibits or Attachments, if any, these Terms and Conditions shall control. 24. ASSIGNMENT Neither party shall have the right to assign this Agreement without the prior written consent of the other party, and any attempted assignment shall be null and void; provided, however, that BCBSM may without consent, assign this Agreement to any entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, BCBSM. 25. SEVERABILITY If any term or provision of this Agreement should be or become invalid or prohibited under applicable law, such provision shall be ineffective to the extent of any such prohibition without impairing the remaining provisions in any way. 26. ATTORNEY'S FEES In the event that any action, suit or other proceeding is instituted to remedy, prevent, or obtain relief from, a breach of this Agreement, or arises out of a breach of this Agreement, the prevailing party shall be entitled to recover all of such party's reasonable attorney's fees, costs and expenses incurred in connection therewith. Page 6 of 7 Blue Cross Blue Shield of Minnesota Contractor Terms and Conditions 27. TIME Time is of the essence in the performance of this Agreement. 28. WAIVER No waiver of or to this Agreement shall be valid unless in writing and signed by the party to be charged with such waiver. No waiver of, or failure to exercise, any option, right or privilege under this Agreement by either of the parties hereto on any occasion or occasions shall be construed to be a waiver of the same or similar option, right or privilege on any other occasion. 29. SURVIVAL No expiration or earlier termination of this Agreement shall affect the rights and obligations of the respective parties hereto which have accrued prior to the effective date of expiration or termination. Page 7 of 7 Appendix A: Budget RFP #523 -Active Community Planning Budget Form City of Columbia Name of Organization: Heights Budget Period: 2007 ACP Other Grant Funding Bud et Cate ories Amount Re uested City General Funds Total by Line Item Total Budget Cate or Salaries Base Salary Name Position Base Salar on Pro'ect Kevin Hansen, P.E. Public Works Director $104,000 2% $0 $2,080 $2,080 Kath 'ean Youn , P.E. Assistant City En ineer $ 72,800 4% $0 $2,912 $2,912 _ Jeff Sar ent Cit Planner $ 68,000 5% $0 $3,400 $3,400 Joanne Baker Public Works Secretar $ 41,600 2% $0 $832 $832 Total Salaries $0 $9,224 $9,224 Frn e-Benefits $0 $3,690 $3,690 $3,690 Contractual Services Name of Consultant To Be Determined $20,000 $0 $20,000 Total Contractual Services $20,000 $0 X20,000 Travel Destination Lod in Milea e Meals Twin Cities Meetin #1 $0 $15 $35 $0 $50 $50 Twin Cities Meetin #2 $0 $15 $35 $0 $50 $50 Twin Cities Meetin #3 $0 $15 $35 $0 _ $SO _ $50 Twin Cities Meetin #4 $0 $15 $35 $0 $50 $50 Total Travel $0 $200 $200 E ui ment and Software Name of e ui ment or software None $0 $0 $0 Total E ui ment $0 $0 $0 Other Ex ensess Office expenses (supplies, telephone, hotoco in) $0 __ $200 __ $200 Printin $500 $0 $500 Posta e & Delive $500 __ $0 $500 __ Meetin Ex ense $2,000 $0 $2,00() Other ( lease be s ecific): $0 $0 $0 Total Office Su lies $3,000 $200 $3,200 .Indirect Costs List costs included in indirect bud et rent, utilities, admin salaries) _ _ Any and all indirect cost will be paid for by City Creneral Funds _ _ $0 N/A xo Total _~_ ~ ________________ _~^_ $23,000 $13,314 $36,314