HomeMy WebLinkAboutContract 1562 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 PlanSight LLC., Suite 201, 3625 Talmage Circle, Vadnais
Heights, Minnesota, 55110, 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, +2000 to and including
December 31, 2000 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:
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Sixty-Six and Two - Thirds weeks (Person Hour Equivalents) 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 82 hours per month per city in Andover and
Fridley, respectively, and approximately 54 hours per month in the City of
Columbia Heights over the course of the Contract.
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
$65,533.34. (Andover - $24,666.67, Fridley- $24,666.67, Columbia Heights -
$16,200.00)
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.
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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. Tri -City reserves the right to offset any overpayment or
disallowance of claim by reducing future payments.
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
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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
Any and all claims that arise or may arise on behalf of Contractor, its agents, servants
or employees as a consequence of any act or omission on the part of Contractor or its
agents, servants, employees while engaged in the performance of the Contract shall in
no way be the obligation or responsibility of Tri -City. 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 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
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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
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 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 or immediately terminate this Contractor or
failure of Contractor to furnish proof of insurance coverage or to comply with
the insurance requirements as stated above.
7.5 Non - waiver.
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Nothing in this Contract shall constitute a waiver by Tri -City of any statutory
limits or exceptions on liability.
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.
This Contract may be terminated, with or without cause, by Tri -City upon
thirty (30) days written notice.
10.2 Notice of Default.
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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.
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.
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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: To Tri -City:
Jerry Happel Richard Fursman
Suite 201 City of Andover
3625 Talmage Circle 1685 Crosstown Blvd
Vadnais Heights, MN 55110 Andover, MN 55304
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.
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15. MERGER
15.1 Final Agreement.
This Contract is the final expression 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 TRI -CITY GIS ORGANIZ • TION
By: By:
Title: Title: Mayor
Date: Date: 1 -10 -00 _
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Date: /-
By:
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Date: " 7 ''2_Gc
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