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CCR2001090COMMON COUNCIL - CITY OF MUSKEG0 RESOLUTION #90-2001 APPROVAL OF AGREEMENT WITH GEOGRAPHIC MARKETING ADVANTAGE (GMA) TO ASSESS GIS NEEDS WHEREAS, The Finance Committee has reviewed the attached Agreement and has recommended approval. NOW, THEREFORE, BE IT RESOLVED That the Common Council of the City of Muskego, upon the recommendation of the Finance Committee, does hereby approve the Agreement with Geographic Marketing Advantage (GMA) to assess the City's GIS needs. BE IT FURTHER RESOLVED That the Mayor and Clerk-Treasurer are authorized to sign the Agreement in the name of the City. DATED THIS 24th DAY OF APRIL , 2001 SPONSORED BY: FINANCE COMMITTEE Ald. Mark Slocomb Ald. David Sanders Ald. Nancy Salentine This is to certify that this is a true and accurate copy of Resolution #90-2001 which was adopted by the Common Council of the City of Muskego. GEOGRAPHIC MARKETING ADVANTAGE andard Terms and Conditions for GIS Services A. Standard of Care The standard of care for all professional services performed or furnished by Todd R. Niedermeyer d/b/a Geographic Marketing Advantage (hereinafter CONSULTANT) under this Agreement will be the care and skill ordinarily used by members of CONSULTANT's profession practicing under similar circumstances at the same time and in the same locality. CONSULTANT makes no warranties, express or implied, under this Agreement or otherwise, in connection with CONSULTANT's services. B. Authorized Representative individuals to act as CONSULTANT's and OWNERs representatives with respect to the services to be preformed or Contemporaneous with the execution of this Agreement, CONSULTANT and OWNER have designated specific furnished by CONSULTANT and duties and responsibilities of OWNER under this Agreement. CONSULTANT's representative shall be Todd Neidermeyer, OWNERs representative shall be Emily Champagne. Said individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Assignment on behalf of each respective party. C. Payments to CONSULTANT OWNER by CONSULTANT monthly, unless otherwise agreed. Invoices are due and payable within 30 days of receipt. If Invoices will be prepared in accordance with CONSULTANT's standard invoicing practices and will be submitted to OWNER fails to make any payment due to CONSULTANT for services and expenses within 30 days after receipt of CONSULTANT's invoice therefore, the amounts due CONSULTANT will be increased at the rate of 1 .O% per moth (or the maximum rate of interest permitted by law, of less) from said thirtieth day. In addition, CONSULTANT may, after giving seven days written notice to OWNER, suspend services under this Agreement until CONSULTANT has been paid in full all amounts due for services, expenses, and other related charges. - 0. Ownership and Reuse of Documents @f any documents pertaining to this Agreement by OWNER shall be at OWNERs sole risk; and OWNER agrees to All documents prepared or furnished by CONSULTANT pursuant to this Agreement are property of OWNER. Reuse indemnity, defend, and hold CONSULTANT harmless from all claims, damages, and expenses including attorney's fees arising out of such reuse of documents by OWNER or by others acting through OWNER. E. Scope of Service and Total Project Costs OWNER on February 27. 2001 Total Project Costs are not to exceed $7,100.00 and shall be billed in increments of $100 Project scope shall be in accordance with the Scope of Services prepared by CONSULTANT and approved by per hour, F. Insurance certificates of insurance to OWNER upon request. G. Termination of Contract such termination, OWNER shall pay to CONSULTANT all amounts owing to CONSULTANT under this Agreement, for all Either party may at any time, upon seven days prior written notice to the other party, terminate this Agreement. Upon work performed up to the effective date of termination. H. Indemnification and Allocation of Risk 1, To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, OWNERs officers, directors, partners. and employees from and against costs, losses, and damages (including but not limited to reasonable fees and charges of CONSULTANT's architects, attorneys, and other professionals, and reasonable court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of CONSULTANT or CONSULTANT's officers, directors, partners, employees, and consultants in the performance of CONSULTANT's services under this Agreement. 2. To the fullest extent permitted by law, OWNER shall indemnify and hold harmless CONSULTANT, CONSULTANT's officers, directors, partners, employees, and consultants from and against costs, losses, and damages (including but not limited to reasonable fees and charges of CONSULTANT's. architects, attorneys. and other professionals, and reasonable Page 1 Of 4 (Standard Terms and Conditions) CONSULTANT will maintain insurance coverage for Workers' Compensation and General Liability, and will provide 9 court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of OWNER or WNERs officer, directors, partners. employees, and consultants with respect to this Agreement. 3. To the fullest extent permitted by law, CONSULTANT's total liability to OWNER and anyone claiming by, through, or under OWNER for any injuries, losses, damages and expenses caused in part by the negligence of CONSULTANT and in part by the negligence of OWNER or any other negligent entity or individual, shall not exceed the percentage share that CONSULTANT'S negligence bears to the total negligence of OWNER, CONSULTANT, and all other negligent entities and individuals. I. Independent Contractor OWNER and CONSULTANT and not for the benefit of any other party. Nothing contained in this Agreement shall create All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of a contractual relationship with or a cause of action in favor of a third party against either OWNER or the CONSULTANT 1 CONSULTANT'S services under this Agreement are being performed solely for the OWNERS benefit, and no other entity shall have any claim against CONSULTANT because of this Agreement or the performance or nonperformance of services hereunder. OWNER agrees to include a provision in all contracts with CONTRACTORS and other entities involved in this project to carry out the intent of this paragraph. J. Force Majure under this Agreement resulting from cause beyond CONSULTANT'S reasonable control. K. Severability and Waiver of Provisions Any Provisions or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and CONSULTANT, enforceable provision that comes as close as possible to expressing the intention of the stricken provision. Non- enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the 1 I CONSULTANT shall not be liable for any loss or damage due to failure or delay in rendering any service called for I .nforceability of that provision or of the remainder of this Agreement. L. Dispute Resolution and other matters in questions between them arising out of relating to this Agreement or the breach thereof ("disputes") to OWNER and CONSULTANT agree that they shall first submit any and all unsettled claims, counterclaims, disputes, mediation. CONSULTANT. TODD R. NIEDERMEYER d/b/a GEOGRAGHIC MARKETING ADVANTAGE By: Todd R. Niedermeyer STATE OF WISCONSIN ) SS WAUKESHA COUNTY ) PERSONALLY came before me this day of , 2001 to me known to be the person who executed the foregoing instrument and acknowledged the same. Notary Public-State of Wisconsin My Commission Expires (Standard Terms and Conditions) Page 2 of 4 OWNER: CITY OF MUSKEGO: I David L. DeAngelis. Mayor BY. Jean K. Marenda. City ClerklTreasurer I STATE OF WISCONSIN ) SS WAUKESHA COUNTY ) 1 PERSONALLY came before me this -day of , 2001, the above named David L. DeAngelis, Mayor, and Jean K. persons executed the foregoing instrument, and to me known to be such Mayor and City ClerklTreasurer of said municipal Marenda. City Clerwreasurer, of the above-named municipal corporation City of Muskego, to me known to be the corporation, and acknowledged that they executed the foregoing instrument as such officers as the deed of said municipal corporation by its authority and pursuant to the authorization by the Common Council from their meeting on the - day I of -, 2001, I Notary Public-State of Wisconsin My Commission Expires I I 0 (Standard Terms and Conditions) Page 3 of 4 CERTIFICATION l a This is to certify that the foregoing is a true and correct copy of the GIS Application Assessment contract as entered into on the - day of ,2001, by and between Geographic Marketing Advantage and the City of Muskego. pursuant to the authorization by the Common Council from their meeting on the - day of ,2001 BY THE COMMON COUNCIL Jean K. Marenda. CMC City Clerkfrreasurer SUBSCRIBED AND SWORN TO BEFORE ME this- day of ,2001 (Notary Public) My commission expires (Standard Terms and Conditions) Page 4 of 4