CCR2001177COMMON COUNCIL - CITY OF MUSKEG0
RESOLUTION #177-2001
0 APPROVAL OF ARTICLES OF AGREEMENT BETWEEN THE CITY OF MUSKEG0 AND
FOR 2002,2003,2004 Maintenance Services
COLE-LAYER-TRUMBLE LLC
WHEREAS, The City of Muskego and City Assessor desire to contract with Cole-Layer-Trumble
Company, a wholly owned subsidiary of Tyler Technologies to provide services, outlined in the
Agreement, to assist the Assessor in maintaining data to establish assessed values for real
property for the period September 1, 2001 through September 1, 2004; and
WHEREAS, The Finance Committee has recommended approval subject to addition of
language on page 3 to change "specified completion date" to "specific dates to be determined
by the Assessor "
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 attached
Articles of Agreement for Annual Maintenance Support Services for the City of Muskego, for the
period September 1, 2001 through September 1, 2004 to provide services to assist the
Assessor,
BE IT FURTHER RESOLVED That the amount of $25,000 for services for the period
September 1.2001 through September 1,2002 has been budgeted.
BE IT FURTHER RESOLVED That the amount of $26,000 for services for the period
September 1, 2002 through September 1.2003 will be budgeted for and approved in the 2002
Operating Budget of the City Assessor
BE IT FURTHER RESOLVED That the amount of $27,000 for services for the period of
September 1,2003 through September 1, 2004 will be budgeted for and approved in the 2003
Operating Budget of the City Assessor
BE IT FURTHER RESOLVED That the Mayor, Clerk-Treasurer, and Assessor are authorized to
execute the Agreement, in the name of the City subject to approval of the City Attorney.
DATED THIS 1 lth DAY OF September , 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 #177-2001 which was
adopted by the Common Council of the City of Muskego.
9/01 mep
I 0
Articles of Agreement
City of Muskego, Wisconsin
ARTICLES OF AGREEMENT
fis Agreement is by and between the City of Muskego, located in the State of Wisconsin,
hereinafter referred to as "the City";
AND
The Cole-Layer-Trumble Company, a wholly owned subsidiary of Tyler Technologies, Inc, a
company formed under the laws of the State of Delaware and qualified to do business in the State
of Wisconsin, hereinafter referred to as "the Company",
I - WITNESSETH - - - - - - - -
WHEREAS, the Company has experience in the design, development, and implementation of
computer-assisted appraisal systems, and;
WHEREAS, the Company has served County and municipal governments in the mass appraisal
field for over sixty years; and
WHEREAS, the City desires to utilize said services;
NOW, THEREFORE, it is hereby agreed that the Company shall provide the services contained
in Schedule A during the period of this Agreement as specified in Article 4 hereof. The services
to be provided shall be limited to those set forth in Schedule.
August 2001 - DRAFT Cole.Layer.Tmmble Company I
City of Muskego, Wisconsin
Articles of Agreement
1. SERVICES TO BE PROVIDED
The Company shall provide to the City in a professional and workmanlike manner all of
those services stipulated in Schedule A, and the Company shall be responsible for the
scheduling of personnel as categorized in Schedule A.
2. PURPOSERJSE OF APPRAISALS
The Company, by virtue of this Agreement, is contracted to provide certain services and
recommendations of value to the City, which are intended for exclusive use as
recommendation of value for determinations of assessment for ad valorem tax purposes.
Any use other than that stated above is not authorized nor intended, and most specifically
excluded is an opinion of value used for federally related real estate transactions or other
mortgage lending purposes.
3. CONTRACT DOCUMENTS
This Agreement and Schedule A comprise the contract documents.
4. PEFUOD OF AGREEMENT
This Agreement shall run from September 1,2001, through September I, 2004.
The Company's time of performance of this Agreement is conditioned upon the
performance of the RESPONSIBILITIES OF THE CITY contained in Schedule A and
upon the nonoccurrence of an act of God or other cause or causes beyond the Company's
August 2001 -DRAFT Cole.Layer.Trumble Company 2
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Articles of Agreement
City of Muskego, Wisconsin
control which materially increase the cost or difficulty of the Company’s performance, but
occurrence of any such event should not relieve the Company from full performance, but
shall entitle the Company to a reasonable extension of the completion date and additional
compensation to be negotiated.
In the event the Company has not completed all work under this Agreement by the
specified completion date, the Company shall pay a penalty of $100.00 per calendar day
up to the date such work is completed.
In addition to the above, the Company’s performance of the Agreement is conditioned
upon the receipt by the Company &om the City of all required City information on a
timely basis. If the City fails to make timely deliveries of such information the
Company’s obligation to perform the services provided in this Agreement shall be
suspended until such deliveries are made, any and all requests for such information shall
be made in writing by the Company upon reasonable notice, but no less than two (2)
weeks prior to delivery of same.
August 2001 -DRAFT Cole.Layer.Trumble Company 3
Articles of Agreement
City of Muskego, Wisconsin . 5. COMPENSATION
As compensation for the Company providing the services contained in Schedule A:
The City shall pay the Company a fixed fee of TWENTY FIVE THOUSAND DOLLARS
($25,000) for these services for the period of September 1,2001, through September 1,
2002.
The City shall pay the Company a fixed fee of TWENTY SIX THOUSAND DOLLARS
($26,000) for these services for the period of September 1,2002, through September 1,
2003.
The City shall pay the Company a fixed fee of TWENTY SEVEN THOUSAND
DOLLARS ($27,000) for these services for the period of September 1,2003, through
September 1,2004.
Jnvoices will be submitted each month, commencing the first month after the signing of
this Agreement, for an amount equal to the progress reported and approved during the
previous month. Progress will be reported to reflect the percentage of each activity
completed during the previous month.
Payment ofbillings is due within thirty (30) days after the date of each billing. The City
will notify the Company in writing of any apparent discrepancies contained in the
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Articles of Agreement
City of Muskego, Wisconsin
itemized billing within fifteen (15) days of receipt of any billing. Failure of the City to
make payment when due, without cause, entitle the Company, in addition to its other
rights and remedies, to suspend, temporarily, hrther performance of this Agreement
without liability. The City shall have the right to inspect the progress of the work at any
reasonable time, including without limitation, inspection of data completed by the
Company.
Services requested in writing by the City outside those covered in this Agreement will be
provide by the Company for the prevailing time and materials rates. These hourly rates
are updated annually and will be provided on or about the first of each year to the City
Assessor. The Company's 2002 hourly rates are listed below:
Senior Company Officer $195.00
Company Officer $170.00
Project Supervisor $150.00
Senior Appraiser $1 10.00
Appraiser $ 80.00
Data Collector $ 70.00
Data Entry Supervisor $ 60.00
Secretary $ 60.00
Data Entry Operator $ 50.00
Clerical $ 50.00
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Articles of Agreement
City of Muskego, Wisconsin
6.
7.
8.
INDEPENDENT CONTRACTOR
The relationship of the Company to the City shall be that of an independent contractor
and no principal-agent or employer-employee relationship is created by this Agreement.
The Company is entering into a contractual relationshp with the City pursuant to
Wisconsin Statute s70.05[2] and shall act as an assistant to the Assessor in the discharge
of the Assessor’s duties.
OWNERSHIP OF DATA
Data collected is the property of the City. Data used by the Company in the senices
contemplated herein shall remain the property of the City and no use or copying shall be
made thereof beyond that listed in this Agreement without the written permission of the
City.
INDEMNIFICATION AND INSURANCE
Except as provided below, the Company agrees to defend and save harmless the City, its
officers, agents and employees against all claims, demands, payments, suits, actions,
recovery, and judgments of every kind and description for personal injury or property
damage brought or recovered against it by reason of any negligent action or omission of
the Company, its agents, or employees and with respect to the degree to which the City is
free from negligence on the part of itself, its employees and agents.
August 2001 -DRAFT Cole.Layer.Trumble Company 6
1.
Articles of Agreement
City of Muskego, Wisconsin
The Company agrees to indemnify and save harmless the City, its officers, agents and
employees against all payments, recovery and judgments of every kind and description
arising out of any valuation dispute, recovered against it, whether based in contract,
negligence or otherwise, which arise from the sole negligence of the Company.
The City agrees to indemnify and save harmless the Company, its officers, agents and
employees against all payments, recovery and judgments of every kind and description
arising out of any valuation dispute, recovered against it, whether based in contract,
negligence or otherwise, which arise from the sole negligence of the City. In all other
actions arising out of valuation disputes, neither party shall indemnify the other.
Neither party shall be liable to the other for consequential, indirect or incidental damages,
including, but not limited to, loss of tax revenue or claims related to valuation of
property, whether based in contract, negligence, strict liability or otherwise.
Notwithstanding ths paragraph, both parties shall be liable to the other for breach of the
terms of this Agreement.
The Company will carry Public Liability Insurance in the amount of $1,000,000 including
protection for bodily injury and property damage with a combined single limit of
$1,000,000 and $500,000 for each occurrence.
August 200 1 - DRAFT Cole-Layer-Trumble Company
Articles of Agreement
City of Muskego, Wisconsin
The Company will also maintain Automobile Liability Insurance providing limits of
$1,000,000 per occurrence, and the Company will provide Workers' Compensation
Insurance. The Workers' Compensation Insurance will provide coverage under the
Compensation Act of Wisconsin and shall provide employer's liability insurance in the
amount of $100,000.
9. FORCE MAJEURE
Neither party shall be liable to the other for any loss, damage, failure, delay or breach in
rendering any services or performing any obligations hereunder to the extent that such
failure, delay or breach results from any cause or event beyond the control of the party
being released hereby ("Force Majeure"), including but not limited to acts of God, acts or
omissions of civil or military authorities, which would substantially impair the proposed
completion deadline.
If either party is prevented or delayed in the performance of its obligations hereunder by
Force Majeure, that party shall immediately notify the other party in writing of the reason
for the delay or failure to perfom, describing in as much detail as possible the event of
Force Majeure causing the delay or failure and discussing the likely duration of the Force
Majeure and any known prospects for overcoming or ameliorating it. Both parties agree
to take any commercially reasonable measures to overcome or ameliorate the Force
Majeure and its adverse effects on this Agreement, and to resume performance as
completely as is reasonably possible once the Force Majeure is overcome or ameliorated.
August 2001 -DRAFT Cole.Layer.Trumble Company 8
Articles of Agreement
City of Muskego, Wisconsin
10. EMPLOYMENTLAWS
The Company will comply with all the applicable provisions of Federal and Wisconsin
laws, rules, and regulations regarding employment and shall further specifically comply
with those sections related to Equal Employment Opportunity.
11. CONFLICT OF INTEREST
The Company will not employ as a director, officer, employee, agent, contractor, or
subcontractor, directly or indirectly in any capacity, any elected or appointed official of
the City or any member of hisiher immediate family.
12. PROJECT PERSONNEL
All work will be performed by personnel certified by the State of Wisconsin, Department
ofRevenue. The Company will provide and update the City with a listing of personnel
assigned to the Project. All project personnel assigned shall be approved by the City.
During the Period of Agreement (Article 4) and for a period of six months following the
project completion date, the City will not solicit for employment or hire any Company
employee without the express written consent of the Company.
13. SUBCONTRACTSlASSIGNMENT OF AGREEMENT
The Company agrees not to subcontract any of the work required by this Agreement
without the written permission of the City. The Company agrees to be responsible for the
August 2001 -DRAFT Cole.Layer.Trumble Company 9
Articles of Agreement
City of Muskego, Wisconsin
accuracy and timeliness of the work submitted in the fulfillment of its responsibilities
under this Agreement.
The Company agrees not to assign, transfer, convey, or otherwise dispose of this
Agreement or its rights, title, or interest in this Agreement without the previous consent
and written approval of the City.
14. CHANGES IN AGREEMENT
This Agreement may be changed only upon the written permission of the City
15. GOVERNING LAW
This Agreement shall be interpreted under the laws of the State of Wisconsin, as it
existed and was interpreted on the date of this Agreement. The methods and procedures
used in performance of this Agreement shall comply with Chapter 70 of the Wisconsin
State Statutes.
16. CONFLICT
In case of conflict with respect to Scope of Service and responsibilities of the parties
between the terms of this Agreement and the terms of Schedule A, the terns of this
Agreement shall control.
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Articles of Agreement
City of Muskego, Wisconsin
0 17 ENTIRE AGREEMENT
This Agreement contains the complete and entire Agreement between the parties and
may not be altered or amended except in a writing executed, making specific references
to this Agreement, by a duly authorized officer ofthe Company and by a duly authorized
official of the City.
18. SEVERABILITY
If any provision of this Agreement shall be declared invalid or unenforceable, such
invalidity or unenforceability shall not affect the whole Agreement, but the whole
Agreement shall be construed as if not containing the provision, and the rights and
obligations of the parties shall be construed and enforced accordingly, provided same is
not of a material nature and does not substantially affect the work performed or the cost.
19. TERMINATION
The City will have the right to terminate this Agreement in the exercise of its absolute
and sole discretion, upon ten (IO) days written notice to the Company. Ten (IO) days
after the receipt or such notice, this Agreement will automatically terminate without
further obligation of the parties, except for the payment by the City of all services
rendered and materials furnished as of the date of termination.
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Articles of Agreement
City ofhluskego, Wisconsin
0 20. ARBITRATION
Except as set forth in this article, any controversy or claim arising out of or relating to
this Ageement shall be settled in binding arbitration before a single arbitrator in a
location of the City’s choosing in accordance with the rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator may be entered in
any court having jurisdiction over the parties and the subject matter hereof.
21. NOTICES
All notices required to be sent to the Company shall be sent to the following address:
Cole-Layer-Trumble Company
3 199 Klepinger Road
Dayton, Ohio 45406
Attention: David J. Johnson, Vice President
~
All notices required to be sent to the City shall be sent to the following address:
Ms. Laura Mecha
City Assessor
W182 S8200 Racine Avenue
P 0. Box 149
Muskego, Wisconsin 53 150-0749
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Articles of Agreement
City of Muskego, Wisconsin
IN WITNESS WHEREOF, the parties hereto have set their hands to duplicates of this Agreement
I this day of ,2001.
CITY OF MUSKEGO, WISCONSIN
Attest
Attest
APPROVED AS TO FORM:
I m
By:
Title:
By:
Title:
Title:
COLE-LAYER-TRUMBLE COMPANY
A wholly owned subsidiary of Tyler Technologies, Inc.
By: David J. Johnson
Vice President, Operations
Cole-Layer-Trumble Company
August 2001 -DRAFT Cole.Layer.Tmrnble Company 13
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Schedule A
City of Muskego, Wisconsin
SCHEDULE A
SERVICES TO BE PROVIDED
1.0 WORK TO BE PERFORMED BY THE COMPANY
The Company will provide services to assist the Assessor in maintaining assessed values
for residential and commercial real property that has undergone physical changes during
the period January I, 2001, through December 3 1,2003.
1.1 Residential New Construction
The Company will provide exterior and interior inspection, field work, completion of the
property record card, pricing, and final valuation work for new construction, remodeling,
additions, garages, and miscellaneous permit work for residential parcels at the request
and direction of the City Assessor's office. The data and final valuations shall he in
accordance and equity with the Muskego assessment database that is in place for 2001
1.2 Commercial New Construction
The Company will provide exterior and interior inspection, field, work, completion of the
property record card, pricing and final valuation work for new or remodeled
commerciaVmulti-family properties, including miscellaneous permit work for same at the
request and direction of the City Assessor's office. The data and final valuations shall he
in accordance and equity with the Muskego assessment database that is in place for 2001
1.3 Percentaee of Completion
August 2001 -DRAFT Cole.Layer.Trumble Company 1
Schedule A
City of Muskego, Wisconsin
0 The Company shall present a list of all partial assessments of improvements as of January
I, 2002, January 1,2003, and January 1,2004 to the City so that they may be readily
identified and reappraised for the subsequent assessment roll.
1.4 Board of Review
At the request of the City, the Company andor certified member(s) of its field staff will
attend meetings of the Board of Review to explain and defend the assessed value and be
prepared to testify under oath in regard to such values.
2.0 RESPONSIBILITIES OF THE CITY
2.1 Maps
0 Copies of the latest tax maps and updates as received will be provided by the City.
2.2 Office Space, Local Phone Service and Hardware
The City will provide suitable office space and space for meetings and training sessions.
In addition to local phone service, the City will provide computer hardware for Company
personnel to maintain the assessment database using the IAS 4.0 sofhvare.
2.3 Splits, Combinations, Transfers, and New Construction
The City will make available information concerning splits, transfers, and new
construction as it is received.
2.4 ClericaUSecretarial Support
August 2001 -DRAFT Cole~Layer.Trumble Company 2
Schedule A
City of Muskego, Wisconsin
The City Assessor's office staff will provide the necessary clerical and/or secretarial
support required for the successful completion of the project. The hours required will be
mutually agreed upon between the City and the Company.
2.5 Paper, Forms, and Postage
The City is responsible for the cost of all field cards, notice forms and postage.
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