Full Text
AGREEMENT FOR GIS-COMPATIBLE TREE INVENTORY SOFTWARE BETWEEN COMMUNITY FORESTRY CONSULT ANTS AND CITY OF MOSCOW, IDAHO This Agreement for GIS Compatible Tree Inventory Software, made and entered into this day of Apn I , 2005, by and between the Community Forestry Consultants, 2020 East 36'" Avenue, Spokane, Washington, 99203 (hereinafter "CFC"), and City of Moscow, Idaho, a municipal corporation of the State ofldaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"), WITNE S SE T H : WHEREAS, CITY wishes to acquire and utilize GIS Tree Management Software and Canopy Tree Inventory Conversion Services in order to make more efficient CITY's management of its community forest (hereinafter "the ProJect"); and WHEREAS, CFC has been determined by City to be the most responsive to CITY's request for quotes for provision and installation of GIS Tree Management Software and Canopy Tree Inventory Conversion Services; NOW, THEREFORE, be it agreed that for and in consideration of the mutual covenants and promises between the parties hereto, that: SECTION 1: SCOPE OF WORK Task I: Software Provision and Installation Provide and install single user license TreeWorks GPS tree inventory/management software with GPS mapping and data collection ability which includes: !SA tree appraisal function, work order tracking maintenance task recording function, reporting for individual trees or tree populations. Task 2: Data Conversion and Installation I. Complete Moscow Canopy tree data conversion 2. Perform Geodatabase coding 3. Complete Geodatabase installation SECTION II: A Independent Contractor The contracting parties warranty by their signature that no employer/employee relationship is established between CFC and CITY by the terms of this Agreement It is understood by the parties hereto that CFC is an independent contractor and as such, neither it nor its employees, if any, are employees of CITY for purposes of tax, retirement system, or social security (FICA) withholding. B. Fees and Conditions I, Payment for services is provided in accordance with the cost described in the following Section ILB.2. AC>RFE\1F->H' FOR TREL 1!\·VE:\l'OR'l -CFC A\DCnY PACif·: l OF 5 200'i-?. I ---PAGE BREAK--- 2. Maximum Costs. Costs for consulting services for Project as described in Section I, Scope of Work, Task l as a total amount of three thousand eight hundred dollars ($3,800). 3. The cost for consulting services for Project as described in Section I, Scope of Work, Task 2 is a not to exceed fee of five thousand dollars ($5,000) with payment based upon hourly rates provided below which shall include all fixed fees (profit), overhead, and direct costs. 2005 H ourly R ate Schedule: Software Technician . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100.00 per hour Proposed Schedule Task 1 Date for Completion: 07-31-2005 Provide and install single user license Tree Works; GPS tree inventory/management software with GPS mapping and data collection ability, including !SA tree appraisal function, work order tracking function, maintenance task recording function, and reporting for individual trees or tree populations Task 2 1. Canopy Tree Data Conversion 2. Geodatabase Coding 3. Geodatabase Installation Date for Completion: 08-31-2005 Bills submitted to CITY by CFC shall list individual performing work and description of work performed. Bills shall be submitted on a basis to the CITY's authorized representative for approval and payment. Payment is due upon receipt of CFC's statement(s). 4. CITY and CFC may mutually agree to re-allocate task funding, providing the "not to exceed price" described in Section II.B.2. is unchanged. SECTION III: A. Termination of Agreement This Agreement may be terminated by CFC upon thirty (30) days written notice, should CITY fail to substantially perform in accordance with its terms through no fault of CFC. CITY may terminate this Agreement with thirty (30) days notice without cause and without further liability to CFC except as designated by this Section. In the event of termination, CFC shall be paid for services performed to termination date, including direct expense and including a percentage of the fixed fee based upon the work completed. B. Extent of Agreement This Agreement may be amended only by written instrument signed by both parties hereto. P:\GF 2 Or 5 ---PAGE BREAK--- C. Data of R ecord CITY shall make available to CFC all technical data of record in CITY's possession, supporting this work. D. Termination of Project If any portion of Project covered by this Agreement shall be suspended, abated, abandoned or terminated, CITY shall pay CFC for the services rendered to the date of such suspended, abated, abandoned or terminated work; the payment to be based, insofar as possible, on the amounts established in this Agreement or, where the Agreement cannot be applied, the payment shall be based upon a reasonable estimate as mutually agreed upon between the two parties as to the percentage of the work completed. E. Indemnification CFC agrees, to the fullest extent permitted by law, to indemnify and hold harmless CITY against damages, liabilities and costs arising from the negligent acts of CFC in the performance of professional services under this Agreement, to the extent that CFC is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between CFC and CITY. CFC shall not be obligated to indemnify CITY for CITY's sole negligence. F. Statement of Warranty CFC and Kenerson Group warrant TreeWorks software for a period of one year from the purchase date. This includes the provision of all upgrades and phone support during that period. G. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. H . Jurisdiction and Venue It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. [n the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of !daho, in and for the County of Latah. I. Binding of Successors CITY and CFC each bind themselves, their partners, successors, assigns and legal representatives to the other parties to this Agreement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. J. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning ProJect, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. CFC may not subcontract or assign its rights AGRLL\-!FST FOR TREE 1:\VE:\TORY CFC AD CITY PAGE 3 Or 5 ---PAGE BREAK--- (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of CITY. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. K. CITY'S R epresentatives CITY designates R oger Blanchard as the representative authorized to act in behalf of CITY. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. L Conflict of Interest CFC covenants that they presently have no interest and will not acquire any interest, direct or indirect, in Project which would conllict in any manner or degree with the performance of services hereunder. CFC turther covenants that, in performing this Agreement, they will employ no person who has any such interest. M. Non-discrimination. CFC shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, sexual orientation, age, marital status, physical or mental handicap, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CONSULTANT CITY Community Forestry Consultants City of Moscow, Idaho f\UkLEMt:sT FOR TREE 11\vE;..;:ToRY- CFC Crrv ---PAGE BREAK--- ACKNOWLEDGMENT ) COUNTY OF ) ss. ) On this L{ day of 2005, before me, a Notary Public in and for said State, appeared Jim Flott, known to me to be the person named above and acknowledged that he/she executed the foregoing document as the duly authorized representative for Community Forestry Consultants. AGRt-,LMEYC FOR TREE l::--;vE;-..;ToRY CFC CiTY c otary Public fèr tht; State of cnc0uV\c at 2)puVc My commission epires \Q , ;)C:N ( PAGE 5 OF 5