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NOV 1, G ?0i
CONSENT TO ASSIGNMENT OF PUBLIC C "V K
CONSULTING SERVICES AGREEMENT BETWEEN
FLAT ROCK GEOGRAPHICS, LLC AND TRI-CITY GIS ORGANIZATION YJ
VE/SPEC INC.
AND
ASSUMPTION OF CONSULTING SERVICES AGREEMENT BETWEEN FLAT ROCK
GEOGRAPHICS, LLC AND TRI -CITY GIS ORGANIZATION BY RE /SPEC INC.
WHEREAS, on or about December 18, 2014 the Tri -City GIS Joint Powers Organization
( "Tri- City" or "Client ") and Flat Rock Geographies, LLC ( "Flat Rock" or "Contractor ") entered
into that Consulting Services Agreement, dated December 22, 2014 ( "Agreement ") a true and
correct copy of which is attached hereto as Exhibit A and incorporated herein by this reference;
and
WHEREAS, Flat Rock Geographies, LLC has since merged its operations into a new
entity, RE /SPEC Inc. ( "RE /SPEC" or "Assignee "), in order to better serve new and existing
clients; and
WHEREAS, by its terms, Section 8 of the Agreement prohibits Flat Rock from assigning
its interest in the Agreement without prior written consent of Tri -City and Section 13 of the
Agreement requires any alterations, variations, and modifications of the Agreement to be
reduced to writing and signed by Tri -City and Flat Rock; and
WHEREAS, Flat Rock desires to assign the Agreement to RE /SPEC and is willing to
assign the Agreement to RE /SPEC under the conditions set forth below; and
WHEREAS, Tri -City wishes to maintain the terms and conditions already established by
the Agreement for GIS consulting services; and
WHEREAS, Tri -City is willing to agree to the assignment of the Agreement from Flat
Consent to Assignment
Consulting Services Agreement dated October 22, 2015
Page I of 4
Rock to RE /SPEC under the conditions set forth below;
WHEREAS, RE /SPEC is willing to perform Flat Rock's obligations set forth in the
Agreement and accept assignment of the Agreement under the conditions set forth below;
NOW, THEREFORE, it is hereby agreed as follows:
Tri -City hereby consents to the assignment of the Agreement to RE /SPEC, effective
October 1, 2015.
2. Flat Rock acknowledges that the assignment does not relieve Flat Rock of its
responsibility for the due and full performance of the Agreement and Flat Rock agrees
to be liable to Tri -City for all the obligations of RE /SPEC.
3. RE /SPEC, as assignee, agrees to assume and fully and faithfully perform the obligations
of Flat Rock under the Agreement in accordance with its terms and including any
amendments thereof and be bound thereby and agrees to be liable to Tri -City for the
performance of the Agreement.
4. Tri -City, Flat Rock and RE /SPEC agree and acknowledge that the Agreement attached
hereto as Exhibit A is incorporated by reference as if fully set forth herein, that all terms
and conditions of and the Agreement itself continues in full force and effect until the
Agreement expires or is terminated as provided in the Agreement, and that the parties
are bound by the Agreement's terms and conditions until such expiration or termination.
[Remainder of a page is intentionally left blank.]
Consent to Assignment
Consulting Services Agreement dated October 22, 2015
Page 2 of 4
IN WITNESS THEREOF, the parties above -named hereby execute this Consent to Assignment
of Consulting Services Agreement Between Flat Rock Geographics, LLC and Tri -City GIS
Organization (the "Consent ") and warrant that they have full right, power, and authority to enter
into this Consent on behalf of the respective parties hereto.
Dated:
2015
Dated:. : '` , 2015
Dated:
Dated:
Dated:
2015
TRI -CITY GIS ORGANIZATION
City of Fridley
By:
Its:
City of Col
By:
Its:
City of Anuuver
ao
By_
Its:
FLAT ROCK, LLC
2015 4AA6'� __
By: Blaine A. Hackett
Its: President
ASSIGNEE:
RE /SPEC INC.
2015
By: 1 Welling
Its: F
Consent to Assignment
Consulting Services Agreement dated October 22, 2015
Page 3 of 4
Exhibit A
Consent to Assignment
Consulting Sen>ices Agreement dated October 22, 2015
Page 4 of 4
This Agreement is made as of 201 (the -Effective Date-), by and
between FLAT ROCK GEOGRAPHICS (**Contractor*) and the Tri-City GIS Joint
Powers Organization. consisting of the Cities of Fridley. Columbia Heights and Andover,
hereinafter "Tri-City.- CONTRACTOR and Tri-City are collectively referred to as
-Parties- and individually as a-Parly.-
WHEREAS, Tri-City requires services 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 Ten-n.
The term of this Contract shall be from January 1, 2015, through
December 31, 2015, unless earlier terminated by law or according to the
provisions of this Contract.
I CONTPACTOR"S OBLIGATIONS
2.1 General Description.
Contractor will provide GIS technical assistance to Tri-City which
includes the cities of Andover, Columbia Heights and Fridley. Additional
work may be contracted as provided in Section 3.4.
2.2 Conformance to Specification.
The Contractor will provide the Services as set forth in Exhibit A.
2.3 Limited Warranty
Contractor warrants that the Services will be performed in a safe,
professional and workmanlike manner consistent with the applicable
industry standards and this Agreement.
CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED
WARRANTY ARISING OUT OF A COURSE OF DEALING, A
CUSTOM OR USAGE OF TRADE,
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3. PAYMENT
3.1 Service Fees
'file Contractor's fees for Services are set lorth below (Service Fees-).
Service Fees do not include any taxes that may be due based on the
Service Fees, or for reimbursable expenses, for which Tri-City agrees to
pay directly or reimburse Contractor.
Total Service Fees. $98.415 to be allocated as follows:
Andover - $43,200.00
Fridley-$37,440.00
Columbia I leights-$17.775.00
12 Invoices.
Contractor shall, within fifteen (15) working days following the last day of
each calendar month in which services were provided. submit an invoice
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.
33 Time. of Payment.
All invoices are due within thirty days from the invoice date. If Tri-City
disputes any portion of Contractor's invoice, then Tri-City will: (a) pay
any amount not in dispute by the due date, and (b) within five business
days after receipt of that invoice, inform Contractor in writing of the
disputed amount and the specific reason(s) for withholding payment, On
Contractor's receipt of this, the Parties will work together in good faith to
resolve such disputes in a prompt and mutually acceptable manner. Tri-
City agrees to pay any disputed amounts within five days after the issues
have been resolved.
3.4 !C, �hajs.Lo _Sco e
Tri-City shall have the right to request changes to the scope of the
Services, however, all such changes are subject to acceptance by
Contractor, If any change to the scope of the Services will cause an
increase or decrease in the Service Fees, or in the time required for
performance, prior to commencing the services required by the requested
change. Contractor shall notify Tri-City of such increase or decrease by e-
mail. Contractor shall not proceed with performance and shall have 110
obligation to proceed with performance pursuant to any requested change
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6.
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to the scope of the Services by Tri-City unless and until Contractor has
received Tri-City's agreement to such increased or decreased Service Fees
or time for performance via e -mail.
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.
lND.,EIIJ`NDFNTCONTRACTOR 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.
INDEMNIFICATION
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 negligent or willful omission of
Contractor, its agents, serNants or employees, in the execution. performance. or
failure to adequately perform Contractor's obligations pursuant to this Contract.
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 such policy shall not be
canceled by the issuing insurance company without at least thirty (30)
days written notice to Tri-City of intent to cancel,
72 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 l'ollowing
coverages at a rninirriurn:
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 ot'insurance with Tri-City,
7.4 Failure to Provide Proof of Insurance.
Tri-City may withhold payments for failure of Contractor to furnish proof
of insurance coverage or to comply with the insurance requirements as
stated above until such time the Contractor complies with the requirements
of this Section.
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 ofTri-City.
9. DEFAULT
91 Inability to perform.
Contractor shall make every reasonable effort to maintain staff. J'acilities,
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 Nj i ti atc,
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.
Notwithstanding any other provision of this Contract, either Party may
terminate this Contract at any time for any reason by giving thirty (30)
days written notice to the other. Tri-City shall pay to Contractor the
reasonable value of services received from Contractor as of the
termination date.
10.2 Notice ol'Default.
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Dither 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 ol'this Contract.
10.3 Failure to Cure.
ll'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 mutually agreed upon, then the whole or
any part ol'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 other Party's Authorized Representative. Notice of ermination is
deemed elTective upon delivery to the address of the Party as stated in
paragraph 12,
10.5 EfTect of Termination.
Termination of this Contract shall not discharge any liability_
responsibility or right of any Party which arises frorn the performance of
or failure to adequately perform the terms of this Contract prior to the
effective date of termination, in accordance with the laws of the State of
Minnesota.
CONTRACT RIGHTS/REMEDIES
11.1 Rights Cumulative.
All remedies available to either Party under the ten-as 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.
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.
11.3 Lo
Contractor will not be responsible for the dela), in its performance of any
obligation under this Agreement caused by acts of God, legal restrictions,
or any other similar conditions beyond the control of Contractor.
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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:
President
Flat Rock Geographies, LLC
2434 Virginia Circle
Roseville, MN 55113 )
Fri_ dley:
Director ot'llublic Works
City of Fridley
6431 University Avenue NE
Fridley, MN 55432
MODIFICATIONS
Andover:
Director of Public Works/City Engineer
City of Andover
1685 Crosstown Boulevard NW
Andover, M-N, 55304
Columbia lj!ei hts.
Public Works Director
City of Columbia Heights
637 - 38"' Avenue NE
Columbia Heights, MN 55421
Except as otherwise provided in Section 3.4 hereof. 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.
LIMITATION OF LIABILITY.
NEITHER PARTY WILL. UNDER ANY CIRCUMSTANCES, BE LIABLE TO
THE OTHER PARTY FOR SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGES IN ANY WAY RELATED TO THE SERVICES, THIS
AGREEMENT OR THE TERMINATION OF THIS AGREEMENT. THIS
LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL
THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT.
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.
MERGER AND I"INAL AGREEMENT
16.1 This Contract is the final statement of the agreement of the Parties and the
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complete and exclusive statement of the terms agreed upon, and shall
supersede all prior negotiations, understandings or agreements. '['here are no
representations, warranties, or stipulations. either oral or written, not herein
contained.
17. DISPUTE RESOLUTION
17.1 This Agreement will be construed and cn16rced according to the laws of the
State of Minnesota, without regarding to its conflicts of law rules. Any
litigation regarding this Agreement must be filed and maintained in the state
or federal courts of the State of Minnesota and the Parties consent to the
personal jurisdiction of such courls. No provision of this Section 17 will
preclude either Party seeking injunctive relief to prevent immediate or
irreparable harm to it, but the mediation stated in Section 17.3 will
otherwise be fully exhausted before the commencement of any litigation.
17.2 EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY
TRIAL 'kA'ITFI RESPECT TO ANY CLAIMS OR DISPUITES ARISING
OUT OF OR RELATED TO THIS AGREEMENT, Any lawsuit or other
action. regardless of form, relating to this Agreement. including. without
limitation. all action for breach of warranty. must be commenced within one
year after the later of, (a) date on which the breach of warranty or other
cause of action occurred: or (b) date on which that Party knew or should
have known of that breach of warranty or other cause of action.
173 Prior to commencement of any litigation regarding this Agreement. the
Parties agree to voluntary, non-binding, mediation to resolve any dispute
they may have. The mediation will be conduct by a mutually selected
mediator (or if the Parties cannot agree, by a mediator selected by the CPR
Institute for Dispute Resolution). in accordance with the CPR Institute's
Model Procedure for Mediation of Business Disputes. The Parties will each
pay its own attorneys' fees and will share equally the other mediation costs.
While this mediation will be non-binding in all respects (except agreements
in settlement of the dispute negotiated by the Parties), each Party will appear
when directed by the mediator, be fully prepared to work toward the
dispute's resolution, and participate in good faith. If the mediation does not
result in a mutually satisfactory resolution of the dispute within ninety days
after it is begun. either Party may commence an action as permitted under
Sections 17.1 and 17.2. All negotiations between the Parties pursuant to this
Section 17 will be treated as compromise and settlement negotiations for
purposes ol" the applicable rules of evidence.
18. NON-DISCLOSURE OF NON-PUBLIC. PRIVATE OR CONFIDENTIAL
INFORMATION
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Tile parties o&roo that in order 0a perform by duties under the (cnnu of this
Agreement. Conti-actor will have access 0m and may use certain iofbnnxUiun in the
custody u[dhcCi{y that would be categorized as private or non-public data within
the meaning o[ Minnesota law.
&m*uchiuformationmdataiaoonfidentialmd- as an essential and necessary
part u[ this /1unemuot' Contractor agrees not to dimc|osc' use. or oxhervise
diyxconinukr nny such data or in�xn/atiom 10 onI other purty or entity other than
Lbc[ily. Use ofuny such information or data br Contractor dudoo the period o[
this contract shall be exclusively [nr Ulc purpose o|- fulfilling its obligations
hereunder.
Contractor agrees to indemnify the City and hold it honn|css from any and all
disclosures of such iril'ormation and data to any other party as a consequence of its
oo1k`uy, which would include the actions of its agents, employees uvunyoocelse
that may be acting under its direction or oil its behalf.
Any such iufhnnubou and data in Contractor's possession after /b1fiUmen( of its
obligations herein shall be destroyed or returned to tile [h\' and Contractor shall
retain no copies thereof for any purpose.
IN WITNESS WHEREOF. the parties hereto have executed this Contract oil tile date(o)
indicated below.
CONTRACTOR
Ti t le t
Date: 0—k�-1 9
8
roW7p /
Contractor shall provide the f'ol|owing aco/iccx generally described an {3lS
Support:
Regular Hourly Rate !Tri-[by2015 Discount Hourly Rate
Specialist i $6s.00 $45.00
Field Data Collection, Data Input, Data Editing, Data Updates, Data Management,
Data Sychronization, Mapping, Geocoding,
Analyst
$75.00 $65.00
Run reports (CTS, GranitXP), Checkln/Checkout Field data, Data Modelling, Model
Builder, ArcPad Form Creation, Database creation, Update GeoMoose Layers
Project Manager
$120.00
$95.00
Run meetings, Demos, Training, Task Management, Staff support
Software Installation, OS Tech support, General Maintenance of software, CTS
technical support
Programmer/Developer
1 $150.00
$120.00
Writing Code (HTML, VBSCRIPT), Custom Development (PHP, Javascript), Automation,
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