HomeMy WebLinkAbout2. Additions or Corrections to Agenda - Item 6.g. Professional Services Contract for Emergency Planning'C ROSEMOUNT
ADMINISTRATION
M E M O R A N D U M
To: Mayor and Council Members
From: Jamie Verbrugge, City Administrator
Date: February 6, 2007
Subject: Council Agenda Updates
Ge41d;
1. ADDITIONAL INFORMATION: CONSENT AGENDA
Item 6.g. Professional Services Contract for Emergency Planning. A revised contract
for the Professional Services Agreement is attached. This contract has been reviewed by the
City Attorney and the contracting party. The parties have agreed upon all elements of the
agreement with the exception of the terms hsted in #9 Audit and #10
Confidentiality/Data Practices. In concept, agreement has been agreed upon for both these
items but the specific language has not been agreed upon. Council is asked to approve the
Professional Services Agreement with the added provision that Terms #9 and #10 meet the
approval of the city attorney pnor to signature.
An amended recommended action: Motion to approve a professional services contract with
Searchlight Specialty Services for emergency planning services upon the approval of the city
attorney for final wording on terms #9 Audit and #10 Confidentiality /Data Practices and
authonzing Mayor Droste and City Administrator Verbrugge to execute the agreement.
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PROFESSIONAL SERVICES AGREEMENT
This Agreement is made this day of 2007, by and between
Searchlight Specialty Services LLC, a Minnesota Limited Liability Corporation "SSS and
the city of Rosemount, a Minnesota municipal corporation "City
Recitals
1. The City has received grant monies through the County of Dakota
"County and State of Minnesota Health and Emergency Management Departments
related to planning in the event of a flu pandemic, and conducting community outreach and
education on community and individual preparedness; and
2. The City and County have entered into a Grant Agreement for
implementation of the planning activities and use of funding; and
3. The Grant Agreement authorizes the City to engage the services of a
consultant to carry out the grant project activities and requires that the City incorporate
certain provisions in its contract with a consultant; and
4. The City desires to engage the services of a professional consultant to carry
out the goals and purpose of the grant funding; and
5. SSS has expressed willingness to provide such professional services to the
City and SSS agrees to engage Merle Lohse specifically to provide such professional
services to the City; and
6. The parties wish to define the scope of services and terms of their agreement.
NOW, THEREFORE, the parties agree as follows:
Terms
1. Scope of Services. SSS will perform the following services for the City:
A. Develop and complete a Continuity of Service annex to the Emergency
Operations Plan no later than April 15, 2007.
B. Develop and complete a Continuity of Service flow chart no later than April
15, 2007.
C. Prepare a table top exercise regarding continuity of service during a
pandemic flu epidemic and coordinate the exercise with City management
staff.
D. Prepare an After Action Report and Corrective Action Report following the
table top exercise described in paragraph C no later than June 15, 2007.
E. Identify public education materials suitable for use in outreach programs
within the City.
F. Attend meetings related to the grant process and planning on behalf of the
City.
2. Grant Agreement Activities. The City will perform all grant activities under its
Grant Agreement with the County, other than those described in paragraph 1 of this
Agreement.
3. Term. This Agreement commences upon its execution and terminates upon
completion of the Scope of Services under this Agreement, as determined by the City, but at
no time later than December 31, 2007. Either party may terminate this Agreement at any
time, for any reason, upon thirty (30) days advance written notice provided that any
compensation as specified in paragraph 3 paid to SSS shall remain the property of SSS and
shall not be recoverable by the City.
4. Compensation. The City will compensate SSS in the amount of $8,000.00 for all
services under this Agreement. Fifty percent (50 is payable upon completion of' the
Continuity of Service annex referenced in paragraph 1(A). Fifty percent is payable upon
completion of the table top exercise, and After Action and Corrective Action Reports
referenced in paragraphs 1(C) and (D).
5. Independent Contractor. Both SSS and the City acknowledge and agree that SSS is
an independent contractor and not an employee of the City. Any employee or subcontractor
who may perform services for SSS in connection with this Agreement is also not an
employee of the City. SSS understands that the City will not provide any benefits of any
type in connection with this Agreement, including but not limited to health or medical
insurance, worker's compensation insurance and unemployment insurance, nor will the City
withhold any state or federal taxes, including income or payroll taxes, which may be
payable by the Contractor. SSS acknowledges that any general instruction received from
the City has no effect on the status as an independent contractor.
6. Insurance. SSS will be solely responsible for any personal injuries or damages
sustained or caused by respective employees or agents of SSS under this agreement.
7. Indemnification. SSS will hold harmless and indemnify the City, its officers,
employees, and agents, against any and all claims, losses, liabilities, damages, costs and
expenses (including defense, settlement, and reasonable attorney fees) arising out of the
performance of SSS, its employees or agents under this Agreement. The City will hold
harmless and indemnify SSS, its officers, employees and agents, against any and all claims,
losses, liabilities, damages, costs and expenses (including defense, settlement, and
reasonable attorney fees) arising out of the performance of the City, its employees or its
agents under this Agreement.
8. Accounting and Bookkeeping Requirements. SSS agrees to establish and maintain
accurate and complete records relating to its performance under this Agreement. SSS will
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establish and maintain all such information in accordance with generally- accepted
accounting principles and practices. Upon termination of this Agreement, SSS will tum
over all records and grant project information in its possession to the City. The City will
retain such information in accordance with the terms of its Grant Agreement with the
County.
9. Audit. SSS will allow representatives of the County and the State Auditor to
have access to all accounts and records for the purpose of inspection, audit, and
copying during normal business hours.
10. Confidentiality/Data Practices. SSS agrees that it will administer all data it
collects, creates, receives, maintains or disseminates consistent with the Minnesota
Government Data Practices Act, Minnesota Statutes Chapter 13, and the Minnesota
rules implementing the Act.
11. Applicable Law. The execution, interpretation, and performance of this Agreement
will, in all respects, be controlled and govemed by the laws of Minnesota.
12. Assignment. SSS may not assign this Agreement or procure the services of another
individual or company to provide services under this Agreement without first obtaining the
express written consent of the City Administrator.
13. Entire Agreement; Amendments. This Agreement constitutes the entire Agreement
between the parties, and no other agreement prior to or contemporaneous with this
Agreement shall be effective, except as expressly set forth or incorporated herein. Any
purported amendment to this Agreement is not effective unless it is in writing and executed
by both parties.
14. No Waiver By City. By entering into this Agreement, the City does not waive its
entitlement to any immunities under statute or common law.
15. Execution in Counterparts. This Agreement may be executed in counterparts by the
p5arties each of which will be deemed an original, but all of which shall constitute one and
the same instrument.
16. Severability. Should any part or portion of this Agreement be deemed illegal or
non binding by a court of law, the remainder of the Agreement shall remain in effect.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year written above.
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