HomeMy WebLinkAboutContract 2303 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 June 1, 2010. 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
defined 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 Schedule B. The Client shall reimburse Alto for all reasonable
direct costs and expenses incurred by Alto in performing the services described herein.
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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 fifteen days (15) after receipt
by Client. A charge of 1.5% per month will be assessed on all balances remaining unpaid after
said fifteen (15) 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.
S. 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
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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
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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 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 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 betw 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 FOR: City Of Columbia Heights
By: Jerry Persson By: Aleksandr Chemin
Titl: Sales Man r Title: IS Director _
,.r
Date: L' — /_ ? 6/ 6 Date: 0 . 670 1 72-01 0
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SCHEDULE A-1
Statement of Work and Costs
Address of Notices: Alto Consulting & Training
7210 Metro Boulevard
Edina, Minnesota 55439
CLIENT Address: Billing:
City Of Columbia Heights
590 40TH Ave. NE
Columbia Heights, MN 55421-1618
CLIENT Telephone: 763-706-3600
CLIENT E-mail: aleksandr.chernin@ci.columbia-heights.mn.us
Statement of Work Date:
CLIENT: City Of Columbia Heights
CONSULTANT: (optional depending on contract)
CLIENT REPRESENTATIVE: Aleksandr Chernin
CONSULTANT REPRESENTATIVE(s): Jerry Persson
I. Descriptions of Projects(s) and Assignments(s):
Utility Billing rewrite in Silverlight. Client will install SSIS and convert
database to SQL. Work to begin the week of April 26 2010.
II. Time for Completion:
Estimated 8 hours at $85.00 per hour. 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 performed.
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 15 days unless otherwise specified in
Special Terms section below. ALTO will bill every two weeks for
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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 confinn 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: Aleksandr Chernin
Title: Sales Mae ger Title: Manager ,
Signature: / Signature:
Date: / - 2Df Date:
VII: Extensions
Consultant Hours/Date Client Rep Alto Rep
Name to Extend Initials Initials
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Schedule B
Rates and Services:
Alto charges by the hour for project management, analysis, development, quality assurance and training
services. The rates are as foliows:
System Analysis & System Integration Services (see rate chart). Includes initial system
evaluation, system troubleshooting, project plan creation, rcsuumh, obtaining and organizing
necessary drivers or software patches, direction for implementation u[ project plans, executing
actual project plans and meetings/phone calls with the client supporting project plans.
Category Description Travel Time
Time spent delivering services to customer where
Advanced
Scheduled Time the date and time was agreed ooby Alto's Travel vtimei000/
Scheduler and Client Representative three days charged
$}5O
in advance ofservice delivery date.
Tirne spent delivering services to custorner where Travel Time is
Unscheduled Time
With Agreement the date and time was NOT agreed onbyAlto's charged if SE spends
Scheduler and Client 0epncseotud'
Representative. less than 8hounm
$|75
site.
Time spent deliverin services Tmv|T�eis
Unscheduled Time
= Travel
the date and tirne was NOT agr odunbyNm's charged ifSE spends
Scheduler and Client 0rprcscntativc ' less than Xhoumm
$200
site.
Time spent delivering services to customer after
Off Hours Time normal business hours where the date and tirne Travel Time is
$225 was NOT agreed on by Alto's Scheduler and always charged.
Client Representative.
Project Management $150/bnor. lncludes all aspects ofproject managernent and coordination
necessary to successfully complete the project.
Analysis '$l50/hunr. inciudes business analysis, design analysis, web desin, production of
specifications, coding ofkey compnncn/s, mcn/oring. and technical project management,
Development - $125/hour. Includes itnplementation of the analyst's design based on
specifications, debugging and module level testing.
Web Layout -$5S/bnnr. lncludes 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 ofdata.
Bulk Data Entry - 545/hour. For applications that require the entry oflarge volumes ofdata for
testing purposes or for an initial loading ofexisting data.
Training - Alto offers regularly scheduled classroom training for a variety of software products,
as well as the option ofhaving customized versions ofour courseware presented at the client's
location. This type oftraining is priced on a per-student or per-presentation basis, and not by the
hour. Call Alto for details.
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Note: Business hours are Monday- Friday 8:OOam to 6:OOpm. 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.
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