HomeMy WebLinkAbout2021-4039DocuSign Envelope ID: 25BB52B9-2CB6-4AD0-8C87-90B2BE52C47C Contract # 2021-4039
CONSULTING SERVICES AGREEMENT
This Agreement is made as of , 20_ (the "Effective Date"), by and
between RE/SPEC INC. ("Contractor") and the Two -City GIS Joint Powers Organization,
consisting of the Cities of Fridley and Columbia Heights, hereinafter "Two -City."
CONTRACTOR and Two -City are collectively referred to as "Parties" and individually as
a "Party."
rty
WHEREAS, Two -City requires services to provide GIS technical assistance to the Cities
of 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, 2022, through December
31, 2022, unless earlier terminated by law or according to the provisions of
this Contract.
2. CONTRACTOR'S OBLIGATIONS
2.1 General Description.
Contractor will provide GIS technical assistance to Two -City which
includes the cities of 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.
7268579v1
DocuSign Envelope ID: 25BB52B9-2CB6-4AD0-8C87-90B2BE52C47C
3. PAYMENT
3.1 Service Fees
The Contractor's fees for Services are set forth 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 Two -City agrees to pay
directly or reimburse Contractor.
Total Service Fees: $85,260 to be allocated as follows:
Fridley: $52,416
Columbia Heights: $32,844
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 on
an invoice form acceptable to Two -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.
All invoices are due within thirty days from the invoice date. If Two -City
disputes any portion of Contractor's invoice, then Two -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.
Two -City agrees to pay any disputed amounts within five days after the
issues have been resolved.
3.4 Changes to Scope
Two -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 Two -City of such increase or decrease by e-mail.
Contractor shall not proceed with performance and shall have no obligation
to proceed with performance pursuant to any requested change to the scope
of the Services by Two -City unless and until Contractor has received Two-
City's agreement to such increased or decreased Service Fees or time for
2
DocuSign Envelope ID: 25BB52B9-2CB6-4AD0-8C87-90B2BE52C47C
performance via e-mail.
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.
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 Two -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.
6. INDEMNIFICATION
Contractor shall indemnify, hold harmless and defend Two -City, its members,
officers and employees against any and all liability, loss, costs, damages, expenses,
claims or actions, including attorneys' fees which Two -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, 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 Two -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 Two -
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:
3
7268579v1
DocuSign Envelope ID: 25BB52B9-2CB6-4AD0-8C87-90B2BE52C47C
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 Two -City.
7.4 Failure to Provide Proof of Insurance.
Two -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 of Two -City.
9. DEFAULT
9.1 Inabili . to perform.
Contractor shall make every reasonable effort to maintain staff, facilities,
and equipment to deliver the services to be purchased by Two -City.
Contractor shall immediately notify Two -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, Two -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.
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. Two -City shall pay to Contractor the reasonable
value of services received from Contractor as of the termination date.
10.2 Notice 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.
4
7268579v1
DocuSign Envelope ID: 25BB52B9-2CB6-4AD0-8C87-90B2BE52C47C
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 mutually agreed upon, 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 other Parry's Authorized Representative. 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 Parry which arises from 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.
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.
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 Two -city and
Contractor.
11.3 Force Majeure
Contractor will not be responsible for the delay 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.
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:
President
RE/SPEC INC.
3824 Jet Drive
Rapid City, SD 57703-4757
5
7268579v1
DocuSign Envelope ID: 25BB52B9-2CB6-4AD0-8C87-90B2BE52C47C
Fridley: Columbia Heights:
Director of Public Works Public Works Director
City of Fridley City of Columbia Heights
7071 University Avenue NE 637 381h Avenue NE
Fridley, MN 55432 Columbia Heights, MN 55421
13. MODIFICATIONS
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
Two -City and Contractor.
14. 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.
15. 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.
16. MERGER AND FINAL AGREEMENT
16.1 This Contract is the final statement 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 no
representations, warranties, or stipulations, either oral or written, not herein
contained.
17. DISPUTE RESOLUTION
17.1 This Agreement will be construed and enforced 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 courts. 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
6
7268579v1
DocuSign Envelope ID: 25BB52B9-2CB6-4AD0-8C87-90B2BE52C47C
TRIAL WITH RESPECT TO ANY CLAIMS OR DISPUTES ARISING
OUT OF OR RELATED TO THIS AGREEMENT. Any lawsuit or other
action, regardless of form, relating to this Agreement, including, without
limitation, an 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.
17.3 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 of the applicable
rules of evidence.
18. NON -DISCLOSURE OF NON-PUBLIC, PRIVATE OR CONFIDENTIAL
INFORMATION
The parties agree that in order to perform its duties under the terms of this
Agreement, Contractor will have access to and may use certain information in the
custody of the City that would be categorized as private or non-public data within
the meaning of Minnesota law.
Any such information or data is confidential and, as an essential and necessary part
of this Agreement, Contractor agrees not to disclose, use, or otherwise disseminate
any such data or information to any other party or entity other than the City. Use
of any such information or data by Contractor during the period of this contract
shall be exclusively for the purpose of fulfilling its obligations hereunder.
Contractor agrees to indemnify the City and hold it harmless from any and all
disclosures of such information and data to any other party as a consequence of its
actions, which would include the actions of its agents, employees or anyone else
that may be acting under its direction or on its behalf.
Any such information and data in Contractor's possession after fulfillment of its
obligations herein shall be destroyed or returned to the City and Contractor shall
retain no copies thereof for any purpose.
7
7268579v1
DocuSign Envelope ID: 25BB52B9-2CB6-4AD0-8C87-90B2BE52C47C
IN WITNESS WHEREOF, the parties hereto have executed this Contract on the date(s)
indicated below.
CON c�S- &Y:
By: afvt(� 15aUmv,
Title: 1GT§AA1n1ajV1 0t1D...
Date: 12/2/2021
TWO-
By:
lY,QJNPRGANIZATION
i �jbuY t,biS
Title:
Date:
12/2/2021
By:
Title:
Date:
Exhibit A
RE/SPEC Staff Roster and Rates for GIS Services
RE/SPEC Employee
Billing Rate
Kevin Hoffman
$115
Michael Jones
$115
Patrick Baldwin
$78.75
Eric Slegh
$75
8
7268579v1
IN WITNESS WHEREOF, the parties hereto have executed this Contract on the date(s)
indicated below.
CONTRACTOR TWO -CITY GIS ORGANIZATION
By: By:,:j2L
Title: Title: �:,A �1�iJ1ti�5
Date: Date: i I. °I - �1
By:
Title:
Date:
Exhibit A
RE/SPEC Staff Roster and Rates for GIS Services
RE/SPEC Employee
Billing Rate
Kevin Hoffman
$115
Michael Jones
$115
Patrick Baldwin
$78.75
Eric Slegh
$75
8
7268579v1