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HomeMy WebLinkAbout00- Cross, Dalton; 911 Computer Network Consultant - Services Agreement !. . . AGREEMENT FOR SERVICES COMPUTER NETWORK CONSULTANT 911 THIS AGREEMENT, is made by and between: GALLATIN COUNTY, MONTANA and the CITY OF BOZEMAN MONTANA, hereinafter jointly referred to as "Joint Dispatch", 615 S. 161", Bozeman, Montana 59715 and, Mr. DALTON CROSS, 408 Skyline Circle, Lorena, Texas 76655 ("CONTRACTOR"). WHEREAS, JOINT DISPATCH has need for expertise and services to ready its established computer networks for additional computer aided dispatching; and, WHEREAS, the parties acknowledge that JOINT DISPATCH has contracted with Intergraph Public Safety Inc. of Huntsville Alabama to provide computer aided dispatch fW1ctions; and, WHEREAS, the JOINT DISPATCH has authority to contract for such services tlrrough entrance of this agreement by both the County and City; and, WHEREAS, CONTRACTOR is engaged in an independently established profession, renders services in the course of such profession and will continue to be free from control or direction over the performance of his services; and, WHEREAS, the CONTRACTOR represents that it is qualified to perform such services and is willing to furnish such services to JOINT DISPATCH; WHEREAS, The parties specifically W1derstand the nature of CONTRACTOR'S services is to enable the current network to properly implement Intergraph software products, identify future network needs and suggest improvements. WHEREAS, the undersigned has authority to enter into this agreement on CONTRACTOR's behalf. NOW, THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated herein, the Parties hereto agree as follows: 1. Scope of Work. CONTRACTOR will complete the following services described in the "SCOPE OF WORK" below: A. Based on his professional knowledge of Intergraph Public Services, Inc. products, Contractor shall evaluate, reconunend and assist with changes to the computer network currently utilized by 1 . . Joint Dispatch to accept those products and run them in an efficient manner. Such services shall include: troubleshooting and diagnosing existing network problems, configuring current network for optimum performance, diagramming existing network and proposals for future network, suggest immediately needed hardware upgrades and plan future hardware expansion. It is specifically understood that Contractor will not supply any goods pursuant to this Agreement. B. Joint Dispatch will pay Contractor for his services as follows: 1) Contractor shall charge $400.00 per day for no less than 8 hours and no more than 11 hours in anyone day. Any time expended beyond 11 hours in mlY one day shall be charged at $50.00 per hour. A "day" shall mean from 12 a.m. to 11 :59 p.m. on any calendar day. 2) Contractor shall be paid for no less than 5 days under this contract as long as the Scope of Work his fully performed. 3) Contractor shall be paid for no more than 8 days without written agreement with Joint Dispatch. 4) Joint Dispatch shall arrange for and pay all transportation (coach or economy airfare, automobile) and lodging expenses incurred by Contractor necessary to get to and from the work site. Meal expenses shall not exceed those set by Montana law (MCA 2-18-501 e1. seq. and implementing regulations) namely $5 for the morning meal, $6 for the midday meal, and $12 for the evening meal. C. Final acceptmlce will occur when Joint Dispatch signs a statement submitted by the CONTRACTOR with its final invoice stating that all products and services to be provided were fully and completely operational in every respect under the terms of this Agreement. , D. Within 5 business days tram execution of this Agreement, Contractor shall confer with a representative of Joint Dispatch in an effort to schedule the time for performance of Contractor's duties. CONTRACTOR shall perform its work at the work site no later than July 15,2000. The parties shall agree on the equipment that is necessary to be provided to Contractor to enable him to complete the Scope of Work (e.g. cable tester, termination equipment, sniffer software, cable pulling accessories, etc...). In addition, the parties shall discuss and document the current network configuration so Contractor can adequately prepare for providing his services. E. Within 14 days of finishing on site, Contractor shall provide Joint Dispatch a report of work completed including a detailed diagram of the new network structure and a recommendation of what is needed to have the network perform at its best capacity. 2. Compensation. JOINT DISPATCH agrees to pay for the services described according to the terms and conditions set forth in the SCOPE OF WORK. JOINT DISPATCH shall make payment within 30 days of receipt of CONTRACTOR'S invoice. Invoice;:; shall specifically detail 2 . . CONTRACTOR'S claim including all services set forth in the SCOPE OF WORK which have been fully performed and all expenses incurred. Expense receipts (except for meals) shall accompany the invoice. The invoice shall reference the Gallatin County Contract number if known. 3. Additional Work. No claims for extra, additional, or changes in the services will be made by CONTRACTOR without written agreement with JOINT DISPATCH prior to the performance of such services. 4. Proprietary Information. Both parties agree to use reasonable care not to disclose proprietary information to any third party, and will not use information developed during this project for the benefit of others except as may be authorized in writing. All documents, records, maps, drawings, or other papers acquired by CONTRACTOR during this project shall remain the property of JOINT DISPATCH. 5. Release of Information. CONTRACTOR will not release information to any third party without prior written approval from the JOINT DISPATCH'S contact person. However, CONTRACTOR will be available, with JOINT DISPATCH'S approval, to respond to public and media questions and information inquiries. A log of such inquiries and responses will be kept and made available to the JOINT DISPATCH, if requested. 6. Reserved 7. Default and Remedies. The parties agree each agreement contained herein is material and of the essence. This Agreement may be terminated by either party immediately should the other party fail to perform in accordance with any term or condition of this Agreement after it fails to cure within ten days written not~ce. 8. CONTRACTOR Duties. The CONTRACTOR'S duties and responsibilities include the following: a. To furnish all labor, materials, equipment, supplies and incidentals necessary to conduct and complete the CONTRACTOR'S portion ofthe project as defined in the SCOPE OF WORK b. Prepare and present such information as may be pertinent and necessary, in order for the JOINT DISPATCH to pass critical judgement on the features of the work. c. Perform work in accordance with generally accepted standards currently in use with similar type projects. d. Perform professional services in cOlmection with the Scope of Work. 3 " e. Allow the JOINT DISPATCH the right of review and examine the CONTRACTOR'S work and records pertaining to this Project at all times. f. CONTRACTOR shall name Dalton Cross as contact person who shall receive and examine the documents supplied by the JOINT DISPATCH, act as Project liaison between the JOINT DISPATCH and the CONTRACTOR and respond to requests from the JOINT DISPATCH in writing promptly to prevent unreasonable delay in the progress of the project. 9. JOINT DISPATCH Duties. The JOINT DISPATCH duties are set forth as follows: a. Review with the CONTRACTOR all pertinent information as to the JOINT DISPATCH'S requirements for the project. b. JOINT DISPATCH shall name the 911 Director as contact person who shall receive and examine the documents supplied by the CONTRACTOR, act as Project liaison between the JOINT DISPATCH ffi1d the CONTRACTOR and respond to requests from the CONTRACTOR in writing promptly to prevent unreasonable delay in the progress of the project. c. Give prompt written notice to the CONTRACTOR whenever the JOINT DISPATCH observes or otherwise becomes aware of a defect in the project or other events which may substantially affect the CONTRACTOR'S performance of services under this Agreement. 10. Laws and Regulations. CONTRACTOR shall comply with all applicable state, federal and local laws and regulations. 11. Lien Waivers. Provided that JOINT DISPATCH has first made all payments as required herein, CONTRACTOR shall pay all valid biUs and charges for material and labor incurred by it and arising out of the Scope of Work and wiU hold JOINT DISPATCH free and harmless against all liens and claims of liens for services, labor and materials filed against the property upon which the Scope of Work is done. As evidence of payment of service providers, materialmen and subcontractors, CONTRACTOR shall file lien waivers. CONTRACTOR wiU also file the same for its services. CONTRACTOR shall provide the necessary information on to identify all providers of services, materialmen and subcontractors. 12. Indemnification. CONTRACTOR waives any and all claims and recourse against JOINT DISPATCH or its officers, agents or employees, including the right of contribution for loss or damage to person or property arising from, growing out of or in any way connected with or incident to the performance of this Agreement except claims arising from the intentional acts or concurrent or sole negligence of JOINT DISPATCH or its officers, agents or employees. 4 CONTRACTOR will indemnify, hold harmless, and defend the JOINT DISPATCH and its agents, principals, and employees from and against any and all claims, demands, damages, costs, expenses, losses, liability, judgements, defense expenses, and attorney's fees rising out of or resulting from CONTRACTOR'S wrongful acts, errors, omissions, or negligence, or from Contractor's failure to comply with the requirements of this Agreement or with all federal, state and local law applicable to the performance of this Agreement. In the event of an action filed against JOINT DISPATCH resulting from CONTRACTOR'S performance w1der this Agreement, JOINT DISPATCH may elect to represent itself and incur all costs and expenses of suit. These obligations shall survive termination ofthis Agreement. 13. Insurance. CONTRACTOR shall carry comprehensive automobile insurance that includes bodily injury, property damage, in reasonable amounts as determined exclusively by JOINT DISPATCH. CONTRACTOR shall put JOINT DISPATCH on immediate notice of any changes or cancellation in coverage. 14. Independent Contractor. CONTRACTOR and its consultants and subcontractors shall at all times be considered independent contractors. Notwithstanding its obligation to fulfill the Scope of Work herein, CONTRACTOR and its consultants and subcontractors have been and will continue to be free from control or discretion over the their performance under this Agreement and in fact. JOINT DISPATCH will not be responsible for withholding any state or federal taxes or social security, nor will the Joint Dispatch extend any of the benefits to the CONTRACTOR that it extends to employees. The CONTRACTOR is required to maintain necessary records and withholding. 15. Attorney's Fees. If it is necessary for either party to bring an action to enforce the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to reasonable attorney fees to be set by the appropriate court, including fees of in-house counsel for Joint Dispatch. 16. Venue. An action to enforce this Agreement shall be brought in the District Court of the Eighteenth Judicial District, Gallatin County Montana. 17. Notice. All notices and certifications made pursuant to this agreement shall be delivered to the addresses above by first class mail, certified mail or personal delivery in care of the person set forth in Section 8 or 9 of this Agreement. A party shall give the other notice of any change in address. 18. Interpretation. a. This Agreement shall be governed and interpreted according to the laws of the State of 5 ~ Montana. b. Section headings are for convenience only and are not intended to define or limit any provisions of this Agreement. c. The provisions of this Agreement are independent and severable, and the invalidity, partial invalidity, or unenforceability of anyone provision or portion thereof shall not affect the validity or enforceability of any other provision. 19. Time Is of the Essence. The time of complying with this Agreement is of the essence and a violation is a material breach. 20. Non-Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision. 21. Entire Agreement. This document represents the entire and integrated Agreement between the JOINT DISPATCH and CONTRACTOR and supersedes all prior negotiations, agreements or representations, either written or oral. This Agreement may be mnended only by written instrument signed by both Joint Dispatch and CONTRACTOR. 22. Non-Assignment. JOINT DISPATCH and CONTRACTOR, respectively, bind . themselves, their successors, assigns and legal representatives to the other party with respect to all covenants, terms, or conditions of tIns Agreement. Neither JOINT DISPATCH nor CONTRACTOR shall assign this Agreement without the written consent of the other. 23. Execution of Agreement. The Gallatin County Clerk and Recorder will keep the original Agreement. An exact unaltered copy of the original Agreement has the same force and effect as the original. END OF AGREEMENT-EXCEPT FOR SIGNATURE PAGE 6 i . t, , IN WITNESS WHEREOF the parties have signed this Agreement for Services consisting of total pages. DATED: G, /-:;, &0 JOINT DISPATCH BOARD OF COUNTY COMMISSIONERS GALLATIN COUNTY, MONTANA ~(7J~ Chair ~ CITY OF BOZEMAN ~ -\~ ~ - City Manager CONTRACTOR L)a~ ~J). SUBSCRIBED c;:, SWORN by the person known to me as J)"ILTON CRoss this ~, day of . rl..fl., , 2000. - - ~9fJ~~ Notary Public~r the State of YvJ~tt---rL-f.<.../ Residing at ~ ~n Commission explr : 0 II ~ ~ a' before me 7