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HomeMy WebLinkAboutResolution No. R22-03RESOLUTION NO. R22-03 A RESOLUTION OF THE CITY COUNCIL AUTHORIZING THE MAYOR TO SIGN AN AGREEMENT WITH DAYSEL CONSULTING FOR DEVELOPMENT OF SOFTWARE TO ASSIST WITH THE MANAGEMENT AND OPERATION OF THE CITY'S RIVERSIDE PARK CAMPING AND RECREATION PROGRAM. BE IT RESOLVED by the City Council of the City of Laurel, Montana, Section 1: Approval. The Agreement between the City of Laurel and Daysel Consulting, a copy attached hereto and incorporated herein, is hereby approved. Section 2: Execution. The Mayor and the City Clerk of the City of Laurel are hereby given authority to execute the Agreement on behalf of the City. Introduced at a regular meeting of the City Council on January 11, 2022, by Council Member Wilke. PASSED and APPROVED by the City Council of the City of Laurel this 11'' day of January 2022. APPROVED by the Mayor this 11`h day of January 2022. CI Y OF LAUREL O'sL� rv�yv e Waggoner, Mayor AT Bethany v Clerk -Treasurer Approved tT-r�Ll Sam S. Painter, Civil City Attorney R22-03 Approve Agreement with Daysel Consulting for Riverside Park Software INDEPENDENT CONTRACTOR SERVICE CONTRACT This Contract is made and entered into this l 11h day of January 2022, between the City of Laurel, a municipal corporation organized and existing under the laws of the State of Montana whose address is P.O. Box 10, Laurel, Montana 59044, hereinafter referred to as "City" and Daysel Consulting, a contractor licensed to conduct business in the State of Montana, whose address is 403 Fairway View Dr. Laurel, MT 59044, hereinafter referred to as "Contractor". SECTION ONE DESCRIPTION OF SERVICES A. Purpose. City shall hire Contractor as an independent contractor to perform for City the services described in the Bid dated October 11, 2021, attached hereto as Exhibit "A" and by this reference made part of this contract. B. Effective Date. This contract is effective upon the date of its execution by both Parties. Contractor shall complete the services within 60 days of commencing work. The parties may extend the term of this contract in writing prior to its termination for good cause. C. Scope of Work. Contractor shall perform his/her work and provide services specifications and requirements of this contract, any applicable Montana Public Exhibit "A". SECTION TWO CONTRACT PRICE Payment. City shall pay Contractor five thousand dollars and no cents ($5,000.00) in Exhibit A. Any alteration or deviation from the described work that involve executed only upon written request by the City to Contractor and will become an above the contract amount. The parties must agree to extra payments or charge final payment, Contractor shall provide City with an invoice for all charges. SECTION THREE CITY'S RESPONSIBILITIES Upon completion of the contract and acceptance of the work, City shall pay price, plus or minus any additions or deductions agreed upon between the pa Sections one and two, if any. SECTION FOUR CONTRACTOR'S WARRANTIES AND RESPONSIBILITIES A. Independent Contractor Status. The parties agree that Contractor is an indep purposes of this contract and is not to be considered an employee of the City for an Contractor is not subject to the terms and provisions of the City's personnel poli( shall not be considered a City employee for workers' compensation or any other is not authorized to represent the City or otherwise bind the City in any dealings contracts in any dealings between Contractor and any third parties. The City is in Page 1 of 5 accordance with the 'ork Standard(s) and )r the work described extra costs must be xtra charge over and in writing. Prior to tractor the contract in accordance with ident contractor for purpose hereunder. es or handbook and urpose. Contractor agreements or sub - ;rested solely in the results of this contract. Contractor is solely responsible for all work and work product under this contract, including techniques, sequences, procedures, and means. Contractor shall supervise and direct the work to the best of his/her ability. B. Wages and Employment. Contractor shall abide by all applicable State of Montana Rules, Regulations and/or Statutes in regards to prevailing wages and employment requirements. Contractor shall comply with the applicable requirements of the Workers' Compensation Act. Contractor shall maintain workers' compensation coverage for all members and employees of his/her business, except for those members who are exempted as independent contractors under the provisions of §39-71-401, MCA. Contractor understands that all contractors or subcontractors working on publicly funded projects are required to have withheld from earnings a license fee of one percent (1%) of the gross contract price if the gross contract price is Five Thousand Dollars ($5,000) or more. This license fee is paid to the Montana Department of Revenue pursuant to Montana law. C. Unless otherwise specified by the terms of this Agreement, all materials and equipment used by Contractor on the Construction Project shall be new and where not otherwise specified, of the most suitable grade for their intended uses. D. All workmanship and materials shall be of a kind and nature acceptable to the City. E. All equipment, materials, and labor provided to, on, or for the Contract must be free of defects and nonconformities in design, materials, and workmanship for a minimum period beginning with the commencement of the work and ending one (1) year from completion and final acceptance by the City. Upon receipt of City's written notice of a defective or nonconforming condition during the warranty period, Contractor shall take all actions, including redesign and replacement, to correct the defective or nonconforming condition within a time frame acceptable to the City and at no additional cost to the City. Contractor shall also, at its sole cost, perform any tests required by City to verify that such defective or nonconforming condition has been corrected. Contractor warrants the corrective action taken against defective and nonconforming conditions for a period of an additional one (1) year from the date of City's acceptance of the corrective action. F. Contractor and its sureties are liable for the satisfaction and full performance of all warranties. G. Contractor has examined the facilities and/or has made field examinations. Contractor has knowledge of the services or project sought under this Contract and he/she further understands the site conditions to be encountered during the performance of this Contract. Contractor has knowledge of the types and character of equipment necessary for the work, the types of materials needed and the sources of such materials, and the condition of the local labor market. H. Contractor is responsible for the safety of the work and shall maintain all lights, guards, signs, temporary passages, or other protections necessary for that purpose at all times. I. All work is performed at Contractor's risk, and Contractor shall promptly repair or replace all damage and loss at its sole cost and expense regardless of the reason or cause of the damage or loss; provided, however, should the damage or loss be caused by an intentional or negligent act of the City, the risk of such loss shall be placed on the City. J. Contractor is responsible for any loss or damage to materials, tools, work product or other articles Page 2 of 5 used or held for use in the completion or performance of the Contract. K. Title to all work, work product, materials and equipment covered by any payment of Contractor's compensation by City, whether directly incorporated into the Contract or not, passes to City at the time of payment, free and clear of all liens and encumbrances. SECTION FIVE INDEMNITY AND INSURANCE Contractor shall indemnify, defend and save City, its officers, agents and employees harmless from any and all losses, damage and liability occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of Contractor or its agents or employees. SECTION SIX COMPLIANCE WITH LAWS Contractor shall comply with all federal, state, local laws, ordinances, rules and regulations. Contractor shall either possess a City business license or shall purchase one, if a City Code requires a business license. SECTION SEVEN NONDISCRIMINATION Contractor agrees that any hiring of persons as a result of this contract must be on the basis of merit and qualification and further that Contractor shall not discriminate on the basis of race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability or national origin. SECTION EIGHT DEFAULT If either party fails to comply with any term or condition of this Contract at the time or in the manner provided for, the other party may, at its option, terminate this Contract and be released from all obligations if the default is not cured within ten (10) days after written notice is provided to the defaulting party. Said notice shall set forth the items to be cured. Additionally, the non -defaulting party may bring suit for damages, specific performance, and any other remedy provided by law except for punitive damages. The Parties hereby waive their respective claims for punitive damages. These remedies are cumulative and not exclusive. Use of one remedy does not preclude use of the others. Notices shall be provided in writing and hand -delivered or mailed to the parties at the addresses set forth in the first paragraph of this Contract. SECTION NINE TERMINATION Either party may terminate the contract for their convenience upon thirty days written notice sent postage prepaid, to the addresses provided herein. Page 3 of 5 SECTION TEN GOVERNING LAW AND DISPUTE RESOLUTION The Parties agree that the laws of the State of Montana govern this Contract. The Parties agree that venue is proper within the Courts of Yellowstone County, Montana. If a dispute arises, the Parties, through a representative(s) with full authority to settle a dispute, shall meet and attempt to negotiate a resolution of the dispute in good faith no later than ten business days after the dispute arises. If negotiations fail, the Parties may utilize a third parry mediator and equally share the costs of the mediator or file suit. SECTION ELEVEN ATTORNEY FEES If any action is filed in relation to this agreement, the unsuccessful parry in the action shall pay to the successful party, in addition to all sums that either is ordered to pay, a reasonable sum for the successful party's attorney's fees and all costs charges and expenses related to the action. SECTION TWELVE ENTIRE AGREEMENT This contract and its referenced attachment and Exhibit A contain the entire agreement and understanding of the parties and supersede any and all prior negotiations or understandings relating to this project. This contract shall not be modified, amended, or changed in any respect except through a written document signed by each party's authorized respective agents. SECTION THIRTEENTH ASSIGNMENT OF RIGHTS The rights of each party under this Contract are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. SECTION FOURTEEN SEVERABILITY Each provision, section, or subsection of this Contract shall stand separate and independent of every other. In the event that a court of competent jurisdiction shall find any provision, section, or subsection of this contract to be invalid, the remaining provisions, sections, and subsections of this contract shall remain in full force and effect. SECTION FIFTEEN PARAGRAPH HEADINGS The titles to the paragraphs of this contract are solely for the convenience of the parties and shall not be used to explain, simplify, or aid in the interpretation of the provisions of this agreement. Page 4 of 5 SIGNED AND AGREED BY BOTH PARTIES ON THE 11 th T ATTE Bethany L ng e, C rk/Treasurer 5 of 5 OF JANUARY 2022. Employer Identification Number Daysel Consulting 403 Fairway View Dr ® Latrtel, A -f1' 59044 SOW for Agreement to Perform Consulting Services to City of Laurel Date Services Performed By: Services Performed For: October Il, 2021 Daysel Consulting City of Laurel This Statement of Work (SOW) is issued pursuant to the Consultant Services ALaster.Agreement between City of l Laurel ("Client") and Daysel Consulting ("Contractor"), effective October 11, 2021 (the "Agreement"). This SOW is subject to the terms and conditions contained intheAgreement between the patties and is made a pact thereof. Any term not otherwise defined herein shall have the meaning specified in the Agreement. In the event. of any conflict or inconsistency between the terms of this SOW and theterns of this Agreement, the terms of this SOW shall govern and prevail. This SOW, (hereinafter called the "SOW"), effective as of October 11, 2021, is entered into by and between Contractor and Client, and is subject to the terms and conditions specified below. The Exhibits) to this SCOW, if any, shall be deemed to be a part hereof. In the event of any inconsistencies between the terms of the body of this SOW and the terns of die Exhibit(s) hereto, the terms of the body of this SOW shall prevail. Scope of Work Contractor shall protide the Services and Dcliverable(s) as follows: Assess and select base platform Desig,6 anrt implemerif selected; systeritr.;r - . Testing and Acceptance Contact and schedule demos, analyze TCO, cccormmend bast platform for City's needs ity " I Testing ofreservation system for Riverside Park 25' 15 Smawmu of I rlonC.for I Deliverable Materials o Online rescivadon system for Riverside Park Camping and other City nur uweut spaces. • Online platform will collect revenue and financial reporting for these spaces and deposit into an account provided by the City. o Online platform will be open architecture and able to provide additional technologies the City may wantto implement in future Phases a Online platform will be linked to existing City of Laurel website Contractor Responsibilities Protide fully functioning online rescrvation platform, training, and financial reporting Client Responsibilities � . _ . m... _ : .... -..... • Access to existing City of Laurel website e Financial account for deposit of collected revenue o 'I,ax structure forpayment breakdown n Access to city resource for design approval and cluestiotvs Fee Schedule This engagement will be conducted on a Time & \Materials basis.The total value for the Services pursuant to this SOW shall not exceed $5,000.00 unless otherwise agreed to by both parties via the project change control procedure, as outlined within. 1 PCR. will be issued specifying the amended value. This figure is based. on 40 hours of professional services. Contractor will provide up to 1 resources based on the following functional/rate structure. $125.00 40 { 1 Upon completion of this Performance Period, Contractor and Client will have the option to renew this agreement for an additional then -stated number of hours at the then -current hourly rate for those resources identified. Sietwiesl of Ilyor for GiJy of Lnrnrl • UiPober 11, 2021 2 Additional Phases This SOW will be considered Phase 1 and will provide City of Laurel with an online reservation system. Additional frinctionahny has been discussed in meeting With the Part: Board and will be considered additional phases however the selection of the base platform with take into account these possible future functionalities; ssuch as, but not limited to: o Additional 3^t party services integrated with City run event spaces o Future services at Riverside Park a Future automated system at. Riverside Park (kiosk) Project Change Control Procedure The following process will be. followed if a change to this SOW is required: a A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must describe Elie change, the rationale for the change, and the effect the change will have on the project. o Both Project 2NIanagcrs will review the proposed change and approve it for further investigation or reject it; Contractor and Client will mutually agreeupon any charges for such. investigation, if any. If the investigation is authorized, the. Client Project Managers willsign the PCR, which will constitute approval for the. investigation charges. Contractor will invoice Client for any such charges. The investigation will determine the effect that the hirplementation of the PCR will have on SOW price, schedule and other terms and conditions of the Agreement. e Upon completion of the investigation, both parties will'. review the. impact of the proposed changenr d, if mutually agreed, n Change Authorization will be executed. c 3 written Change Authorization and/or PCR mast be signed by both. parties to authorize implementation of the investigated,changcs. IN WITNESS WHEREOF, the patties hereto have caused this SOW to be effective as of the day, month and year first written above. City of Laurel By: Name: (ee y��� Title: LX, 7461 Siakweu7 of Voile or Gp, ofI<nitrl • Oaober /1,1021 By: Dame: Title: Consulting cv l.,la4t^.iS