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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. i 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 2 r 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. 3