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HomeMy WebLinkAboutContract 1596 CONSULTING SERVICES AGREEMENT This Contract is made and entered mto 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, Tn -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 11 Term. The term of this Contract shall be from January 1, 2001 to and including December 31, 2001 unless earlier terminated by law or according to the provisions of this Contract 2 CONTRACTOR'S OBI iG 2 1 General fetcriptinn Contractor shall provide the following services generally described as 1 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 Cnnfnrmanre to Speeificathnn 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 Tntal end; The total amount to be paid by Tri -City pursuant to this Contract shall be $67,499 34 (Andover - $25,406 67, Fridley- $25,406 67, Columbia Heights - $16,686 00) 3 2 InvoicPq 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 fisted 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 2 3 3 Tame of Payment_ 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 iinauthnri7pd Chums 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 COMPI,IANf E WITH LAWS/ TANDARJS 41 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 Minnpcnta I •Aw 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 CONTRArTOB 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 3 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 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 obhgation 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 Tern1S, 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 4 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 C'nverage 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 Inlury/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 f'ertificates. 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_ Nothing in this Contract shall constitute a waiver by Tri -City of any statutory limits or exceptions on liability 5 8 SITBrONTRACT1NG 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 91 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 92 Di 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 TFRMINATION 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 Npficp 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 6 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 Termmatcon_ 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 CONTRA CTRIGHTS/REMEDIES 11 1 Rights _Cumulative. umulative_ 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 112 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 7 such m writing and signed by authorized representatives of Tri -city and contractor 12 AILIMORIZEILREPRESENTATIVE 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 Dave Carlberg Suite 201 City of Andover 3625 Talmage Circle 1685 Crosstown Blvd Vadnais Heights, MN 55110 Andover, MN 55304 13 MnniFiWATIONS 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 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 8 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 ORGAN' ATION By: /�' ` a By: L� / Walt ehst Title: �iarC PA p Title: City Manager Date: 2/ 51 I Date: By: Title: l' t/ 7 6 -, ,,.nr x-t2 // Date: / f By: • . Title: i.,J``� Date:. j � . ��. l file :g/ data /staf Ypat/admin/contract/gis I 9