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HomeMy WebLinkAbout91- Wilson, Agreement , \ , '5 v (. ~. Af1'f'tt ( , 1 AGREEMENT Agreement made this 20th day of August, 1991, between the City of Bozeman, Montana, a municipal corporation and political subdivision of the State of Montana, hereafter referred to as the City, and John P. Wilson, of Bozeman, Montana, hereafter referred to as Wilson. RECITALS Whereas, the City is desirous of hiring Wilson to prepare a Land Management Information System (LMI S ) Needs Assessment; and Whereas Wilson is a geographer with the knowledge, expertise, skills and means to prepare such an assessment and is desirous of preparing such an assessment for the City. NOW, THEREFORE, in consideration of the foregoing recitals and the terms and conditions contained herein, the Parties hereto agree as follows: 1. Services. Wilson agrees to perform in a good and professional manner the tasks described in Exhibit "A" attached hereto and incorporated into this agreement by this reference as though fully set forth herein. 2. Relationship. Wilson, which is an independently established profession or business, shall perform the services set forth herein as an independent contractor with the City only interested in the end results of the service, not in the manner of performance and as such, Wilson has been and will continue to be free from control or direction of the City over Wilson's performance of this Agreement and Wilson shall not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employer/employee or other relationship with the City and accordingly Wilson hereby agrees to comply with all the applicable laws, rules and regulations promulgated by any governmental agency or regulatory body, both state and federal, and furthermore agrees to assume full responsibility for the payment of all tax or assessment, social security, workman's compensation insurance, unemployment insurance or other required deduction or contribution for all of its employees engaged by Wilson in performance of this Agreement. Neither Wilson, nor any of its employees, shall hereby have authority to make representation on behalf of the City or the authority to legally bind or otherwise obligate the City to any third person. i t < , 2 3. Wilson's Representations. Wilson hereby represents and warrants that it and its employees and agents have all necessary licenses and qualifications to perform the services set forth in this Agreement. 4. City's Responsibilities. (a) The City shall provide full information regarding any requirements under this Agreement. The City shall furnish the required information as expeditiously as necessary for the orderly progress of the Work, and Wilson shall be entitled to rely on the accuracy and completeness thereof. (b) The City shall designate a representative authorized to act on the City's behalf with respect to the performance of this Agreement. The City or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by Wilson in order to avoid unreasonable delay in the orderly and sequential progress of this Agreement. 5. Fees and Expenses. Wilson shall perform the Services for the fees specified in Exhibit "B" attached hereto and made a part hereof, plus reasonable reimbursable expenses as estimated on said Exhibi t "B". Any other expenses for which reimbursement is sought and which do not appear in the estimates listed in said Exhibit "B" must be authorized in advance before they are incurred, failure to get such advance authorization shall constitute a waiver by Wilson of payment for the unauthorized expenses. 6. Ownership and Use of Documents. All documents and materials prepared under this Agreement shall become the property of the City upon acceptance or upon termination of the services of the consultant as hereinafter provided. Such documents and materials shall be promptly delivered to the City upon demand and thereafter may be used by the City, in whole or in part, for those purposes within the scope of this Agreement without further employment of, or payment of additional expenses to Wilson. Should such documents or other materials prepared under this agreement be reused by the City for purposes other than those intended under the terms of said Agreement, it is understood that Wilson bears no responsibility whatsoever for such reuse except in those instances that Wilson is reemployed for the reuse of said documents and material. 7. Termination. Either party may terminate this Agreement upon not less than seven (7 ) days' written notice if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. Failure of the City to make payment as provided herein shall be considered substantial nonperformance and cause for termination. i " ( 3 If the City suspends that service for more than thirty (30) consecutive days, Wilson shall be compensated for services performed prior to the notice of suspension. When the services are resumed, Wilson's compensation shall be equitably adjusted to provide for Wilson's expenses resulting from the interruption and resumption of the services. Wilson may terminate this Agreement by written notice if the services are suspended for more than ninety (90) days, or if the project is abandoned by the City for more than ninety (90) days. The City may terminate this Agreement upon not less than seven (7 ) days' written notice to Wilson. If this Agreement is terminated through no fault of Wilson, Wilson shall be compensated for the services performed prior to termination, together with reasonable expenses then due. 8. Indemnification. Wilson shall indemnify the City, its officers, agents and employees against any and all liability of any nature that may be based upon any injury or death to persons or damage or destruction to property that may arise out of any error, omission or negligent act of Wilson, its principals, employees, agents and contractors, if any, in performing this Agreement, and Wilson shall, at its own expense, defend the City in any litigation, pay all attorney's fees, damages, court costs or other expenses that may arise out of that litigation of claims incurred in that connection and satisfy and cause to be discharged those judgments as may be obtained against the City, its officers, agents or employees. 9. Insurance. Wilson shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages and in the amounts described below. Wilson shall furnish evidence, satisfactory to the City, of all such policies and the effective dates thereof. During the term hereof, Wilson shall take out and maintain in full force and effect the following insurance policies, which shall name the City as an additional insured: (a) Comprehensive public liability insurance, including automobile and property damage, insuring the City and Wilson against loss and liability for damages for personal injury, death or property damage arising out of or in connection with the performance by Wilson of its obligations hereunder, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property damage in anyone occurrence. (b) Such workman's compensation, unemployment insurance and similar insurance as may be required by law. , 4 10. Notices. All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the U. S. Mail, postage prepaid, for mailing by certified mail, return receipt required and addressed, if to a party of this Agreement, to the address set forth next to such party's signature at the end of this Agreement, or if to a person not a party to this Agreement, to the address designated by a party to this agreement in the foregoing manner. Any party may change his or its address by giving notice in writing, stating his or its new address, to any other party, all pursuant to the procedure set forth in this section. 11. Assignment. Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any such liability or obligation under this Agreement, or cause any such liability or obligation to be reduced to a secondary liability or obligation. 12. Amendment or Waiver. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not affect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 13. Severability. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Agreement. 14. Entire Agreement. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 15. Captions, Headings and Titles. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or section to which they apply. As used herein, where appropriate, the singular shall include plural and vice versa and the masculine, feminine and neuter expressions shall be interchangeable. 5 16. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. 17. Parties in Interest. This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, subcontractors and their sureties. 18. Applicable Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Montana. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in Bozeman, Montana. CITY OF BOZEMAN ATTEST: ~~2 cJ~' GJ~ /~~ JAME E~WYSOCKI ROBIN L. SULLIVAN City Manager Clerk for the Commission P.O. Box 640 Bozeman, MT 59771-0640 Dated this 20th day of August, 1991. JZ$~ BRUCE E. BECKER City Attorney JOHN P. WILSON By ~f. wQ~ Its r r . ^C ."...{) Bozeman, MT 59715 Dated this 2~+ day of August, 1991. A-l EXHIBIT A SERVICES TO BE PERFORMED BY WILSON LMIS PROGRAM DESIGN AND IMPLEMENTATION STRATEGY The purpose of the Land Management Information System (LMIS) Program Design and Implementation Strategy is to: ( i ) design a computerized land information system, and { iU develop an associated implementation strategy as outlined in the Request for Proposals for Phase I of the Bozeman, Montana Study Area Transportation Plan. The City of Bozeman will provide access to staff, elected officials, and existing information to serve as a foundation in the design of the LMIS and the development of an associated implementation strategy as required in work elements (l) through (6 ) below. 1. Inventory of Existing Hardware, Software and Databa~es in City of Bozeman Wilson shall interview the City Data Processing Manager and other key staff to identify the computer hardware, software programs and databases currently used by City of Bozeman departments. This information and other data obtained from a review of the written documentation for these systems, programs and databases will be used to evaluate their usefulness and applicability to the development of an integrated LMIS. Products: Computer Hardware, Software and Database Inventory and Analysis (Chapter 1 in Final Report) 2. Finalization of LMIS Needs Assessment Wilson shall interview other City of Bozeman officials and advisory board members to determine the kinds of data that need to be collected and the feasibility of initially loading and maintaining such a system. One-on-one interviews with key individuals will be used to gather the initial information for this work element in order to minimize the involvement of city staff and elected officials involved with data processing, finance, utilities, planning, public works (engineering) , etc. , etc. Group interviews will be used towards the end of this part of the project to assign automation priorities. . . A-2 The results from these interviews will be used to: ( i ) identify the decisions which City of Bozeman officials and advisory board members are required to make, (ii) identify the information products needed to support these decisions; (iii) determine the frequencies at which these information products are needed; (iv) identify the data sets which must be processed to create the required products, and (e) identify the processes or operations which must be performed on the data to create the required products. Products: Descriptions of Required Information Products, Input Data Sets, and LMIS Functions (Chapter 2 in Final Report) 3. Survey of Existinq LMIS/GIS Hardware and Software Packages Wilson shall prepare a comprehensive survey of the currently available LMIS/GIS hardware and software packages and evaluate their applicability for use by the Bozeman City-County Planning Board for short- and long-term planning purposes, including compatibility with other public facilities software programs and specifically the QRSII transportation model. Products: Survey and Evaluation of Currently Available LMIS/GIS Packages (Chapter 3 in Final Report) 4. LMIS Selection and Recommendation Wilson shall recommend the most appropriate LMIS/GIS package for use by the Planning Board as a fully integrated land-based management system based on the results from the work elements described in (1) , ( 2) , and ( 3 ) above. Products: Final Recommendation and Justification (Chapter 4 in Final Report) 5. LMIS Strategic Plan Development Wilson shall prepare a strategic plan that provides cost estimates and scheduling recommendations for such key LMIS tasks as ( i) hardware and software acquisition, ( ii) data input and LMIS implementation, (iiU staff training, and (iv) system maintenance and upkeep. Wilson may at his discretion prepare as many as three ( 3 ) implementation strategies based on different priorities and/or the availability of funds. Products: Cost Estimates and Schedule for LMIS Implementation (Chapter 5 in Final Report) . . . A-3 6. Preparation and Adoption of Final Report Wilson shall prepare and distribute twenty (20) copies of the final draft report for review and comment by 31st October, 1991. All comments from these drafts will be incorporated into the final document and fifty (50) copies will be delivered to the Bozeman City-County Planning Board by 30th November, 1991 so long as the drafts and/or comments are returned to Wilson by 15th November, 1991. 7 . Time for Completion of Services Wilson shall complete the services outlined by 30th November, 1991, unless otherwise delayed by no fault of his own. . I . , . . . ~ - B-1 EXHIBIT B FEES AND EXPENSES 1. Labor Expenses Labor expenses are those incurred by Wilson by way of salaries, benefits, insurance, statutory employee protection, and similar contributions directly engaged by services performed under this agreement. Hourly rates to be paid to Wilson by the City are as follows: A. ) Principal S 35.00 B. ) Technical Support 25.00 C. ) Secretarial Support 17.50 2. Reimbursable Expenses Reimbursable expenses are those incurred by Wilson in addition to labor expenses and include: A. ) travel, lodging, and meal expenses incurred while performing the services set forth in this agreement for all phases of the work; B. ) communications expenses including postage and handling, telephone, and facsimile transactions; C. ) graphics production costs such as film and photo processing, blueprinting, photocopying, offset photography, and graphics production equipment and materials used directly for the services set forth in this agreement; and D. ) expense of over~ime labor performed under the scope of this agreement. The City shall compensate Wilson one and one-tenth (1.1) times the actual costs of reimbursable expenses. 3. Payments to Wilson from the City Payments shall be made monthly to Wilson after an itemized statement for labor and reimbursable expenses, including receipts for reimbursable expenses, is submitted to the City. ---------------- ------ t. , I . . I . . .. , . , .. . . B-2 4. Basis of Compensation Payments from the City to Wilson shall total, and not exceed, $7,500 upon completion of the services set forth in this agreement.