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HomeMy WebLinkAboutUntitled • WORKLISTICOMT. League of Minnesota Cities Member Affiliate Program • • LEAGUE OF MINNESOTA CITIES PUBLIC ASSOCIATION AFFILIATE PROGRAM AGREEMENT THIS AGREEMENT made and entered into by and between the CITY OF OAK PARK HEIGHTS, hereinafter referred to as the "CITY," and WORKLIST!COM, a corporation under the laws of the State of Minnesota, 7901 Flying Cloud Drive, Eden Prairie, Minnesota 55341,hereinafter referred to as the "CONTRACTOR." WITNES SETH: WHEREAS,the CITY,wishes to purchase the services of the CONTRACTOR under the PUBLIC ASSOCIATION AFFILIATE PROGRAM (PAAP); and NOW THEREFORE, in consideration of the mutual undertakings and agreements hereinafter set forth,the CITY, and the CONTRACTOR agree as follows: 1. TERM AND COST OF THE AGREEMENT For valuable consideration,the CONTRACTOR agrees to furnish services to the CITY during the period commencing upon the date of the party last in time to execute the contract and terminating 1 Z/ 31 , Each party shall fill in the date of its execution in the place indicated in its signature block. 2. SERVICES TO BE PROVIDED a. The CONTRACTOR will, in a timely manner,publish on WORKLIST.COM, its Internet website,those CITY advertising, RFQs, RFPs,public bids and related documents(as hereinafter defined)that the CITY, in its sole discretion, chooses to have CONTRACTOR publish with respect to the CITY's procurement of commodities, construction services and professional and personal services, construction work services. The foregoing items (i.e., advertising, RFQs, etc.) shall hereinafter be referred to, either singularly or in combination, as"information". b. The CONTRACTOR will publish this information as the CONTRACTOR receives it and will not change the information in any way. c. The CONTRACTOR will regularly check with the appropriate CITY sources to determine whether the CITY has issued any addenda to any of the information, and will publish these addenda on the same day as received. Further,the CONTRACTOR will timely notify all potential • • vendors who have inquired about the purchase that the CITY has issued addenda to the information. d. The CONTRACTOR will not say or imply to any vendor that they must use the CONTRACTOR's service in order to do business with the CITY. e. The CONTRACTOR will not say or imply to any vendor that they will have an advantage in obtaining CITY business by using the CONTRACTOR's service. f. CONTRACTOR agrees that this agreement is non-exclusive. g. CONTRACTOR shall conspicuously publish the following on said website and at all such times as the information is published: 1. This WORKLIST.COM website is not a CITY government web site. 2. CITY shall in no manner be responsible for the accuracy, completeness or other aspects of the information published on said website. 3. This information can be obtained without charge or for minimal charge from CITY's usual disseminate sites. 3. RESPONSIBILITIES OF THE CITY a. The CITY will contract with CONTRACTOR, at no cost, as an affiliate member of the League of Minnesota Cities (AFFILIATE). On the registration page of the CONTRACTORS website, CITY will enter the initials "LMCMN" in the Affiliate space. b. The CITY will publish their work(RFQ's, RFP's, Formal Bids, etc.)and will provide all specifications and terms and conditions for purchases to be listed on the CONTRACTORS website hereinafter referred as the"documents". The CITY has the sole discretion in choosing which projects and information it will post on WORKLIST.COM c. The CITY will provide the CONTRACTOR with the public information on the CITY's past and current vendor list. 4. CITY'S RIGHT TO VIEW AND/OR PRINT The CITY may view and/or print(without any charge or cost whatsoever, at any time and as often as it deems it to be necessary or desirable) any or all information published on CONTRACTOR'S aforesaid website and which pertains to the subject matter of this agreement. • • 5. INDEPENDENT CONTRACTOR The CONTRACTOR shall select the means,method, and manner of performing the services herein. Nothing is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the parties hereto or as constituting the CONTRACTOR as the agent,representative, or employee of the CITY for any purpose or in any manner whatsoever. The CONTRACTOR is to be and shall remain an independent contractor with respect to all services performed under this Agreement. Any and all personnel of the CONTRACTOR or other persons while engaged in the performance of any work or services required by the CONTRACTOR under this Agreement shall have no contractual relationship with the CITY, and shall not be considered employees of the CITY. Any and all claims that may or might arise under the Minnesota Economic Security Law or the Workers' Compensation Act of the State of Minnesota on behalf of said personnel, arising out of employment or alleged employment, including, without limitation, claims of discrimination against the CONTRACTOR, its officers, agents, contractors, or employees shall in no way be the responsibility of the CITY. The CONTRACTOR shall defend, indemnify, and hold the CITY, its officials, officers, agents,volunteers, and employees harmless from any and all such claims irrespective of any determination of any pertinent tribunal, agency,board, commission, or court. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits of any kind whatsoever from the CITY, including,without limitation, tenure rights,medical and hospital care, sick and vacation leave, Workers' Compensation, Re-employment Insurance, disability, severance pay, and PERA 6. NON-DISCRIMINATION—AFFIRMATIVE ACTION In accordance with CITY's policies against discrimination, no person shall be excluded from full employment rights or participation in or the benefits of any program, service, or activity on the grounds of race, color, creed, religion, age, sex, disability, marital status, sexual orientation,public assistance status, or national origin; and no person who is protected by applicable Federal or State laws, rules, or regulations against discrimination shall be otherwise subjected to discrimination. 7. INDEMNIFICATION AND INSURANCE a. The CITY agrees to hold harmless the CONTRACTOR from liability arising out of the negligence of CITY, its employees or agents only to the extent and degree of liability of the CITY, its employees and agents, and subject to the limits, exclusions and conditions expressed on Minnesota Statutes Chapters 466 (1998, as amended). It is agreed any information supplied by the CITY is published on CONTRACTOR'S WORKLIST.COM website unmodified in all respects,provided that • CONTRACTOR will be liable for incorrect or omitted postings with respect to any such information. b. The CONTRACTOR agrees to defend, indemnify, and hold harmless the CITY, its officials, officers, agents, volunteers and employees from any liability, claims, causes of action,judgments, damages, losses, costs, or expenses, including reasonable attorney's fees, resulting directly or indirectly from any act or omission(including but in no manner limited to errors or omissions in posting or failing to post the information provided herein to CONTRACTOR) of the CONTRACTOR, its subcontractors, anyone directly or indirectly employed by them, and/or anyone for whose acts and/or omissions they may be liable in the performance of the services required by this contract, and against all loss by reason of the failure of the CONTRACTOR to perform fully, in any respect, all obligations under this contract. c. In order to protect the CONTRACTOR and those listed above under the indemnification section,the CONTRACTOR agrees at all times during the term of this Agreement, and beyond such term when so required, to have and keep in force the following insurance coverages, in at least the following amounts. Limits (1) Commercial General Liability on an occurrence basis with contractual liability coverage: General Liability $1,000,000 Products—Completed Operations Aggregate 1,000,000 Personal and Advertising Injury 1,000,000 Each Occurrence—Combined Bodily Injury and Property Damage 1,000,000 (2) Workers' Compensation and Employer's Liability: Workers' Compensation: Statutory If the CONTRACTOR is based outside the State of Minnesota, coverage must apply to Minnesota laws. Employer's Liability. Bodily injury by: Accident—Each Accident 100,000 Disease—Policy Limit 500,000 Disease—Each Employee 100,000 (3) Professional Liability—Per Claim and Aggregate 1,000,000 • • The insurance must be maintained continuously for a period of two years after the termination of this Agreement. The CONTRACTOR shall not commence work until it has obtained required insurance and filed with the Department's Contract Manager(see Section 10), a properly executed Certificate of Insurance which clearly evidences required insurance coverages. The certificate shall name the CITY as certificate holder, and as an additional insured for the Commercial General Liability coverage with respect to operations covered under the contract. Copies of insurance policies shall be submitted to the CITY upon written request. 8. DATA PRIVACY CONTRACTOR agrees to abide by all applicable State and Federal laws and regulations concerning the handling and disclosure of private and confidential information concerning individuals and/or data including but not limited to information made non-public by such laws or regulations. Further, complementary to and not limitation of CONTRACTOR's hereinabove indemnity obligations, CONTRACTOR agrees to defend, indemnify and hold harmless the CITY, its officials, officers, agents,volunteers, and employees from any breach whatsoever of this data privacy obligation. 9. NON-ASSIGNMENT The CONTRACTOR shall not assign, subcontract, transfer, or pledge this contract and/or the services to be performed hereunder, whether in whole or in part, without the prior written consent of the CITY. 10. MERGER AND MODIFICATION a. It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. b. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties hereto. 11. DEFAULT AND CANCELLATION a. If the CONTRACTOR fails to perform any of the provisions of this Agreement or so fails to administer the work as to endanger the performance of the Agreement,this shall constitute default. Unless the • • CITY excuses the CONTRACTOR's default,the CITY may upon written notice immediately cancel this Agreement in its entirety. b. The above remedies shall be in addition to any other right or remedy available to the CITY under this contract, law, statute, rule, and/or equity. c. The CITY's failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same,unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. d. This Agreement may be canceled with or without cause by either g Y Y party upon thirty (30) days' written notice. 12. INJUNCTION CONTRACTOR acknowledges and agrees that dissemination of incorrect (regardless of the form or how arising) or incomplete information could cause irreparable harm to the CITY and/or its vendors/contractors which may be difficult to measure with certainty or to compensate through damages. Accordingly, CONTRACTOR agrees that the CITY may seek and obtain against the CONTRACTOR and/or any other person or entity injunctive relief against the breach or threatened breach of the foregoing undertakings in addition to any other equitable or legal remedies,which may be available. 13. CONTRACT ADMINISTRATION In order to coordinate the services of the contractor with the activities of the CITY so as to accomplish the purposes of this contract,Kimberly Kamper shall manage this contract on behalf of the CITY and serve as liaison between the CITY and the CONTRACTOR. Mr. Todd Vlatkovich, 952-828-5088, FAX: 952-828-5090 shall manage the contract on behalf of the CONTRACTOR. CONTRACTOR may replace such person but shall immediately give written notice to the CITY of the name,phone number and fax number(if available)of such substitute person and of any other subsequent substitute person. 14. COMPLIANCE The CONTRACTOR shall comply with all applicable federal, state and local statutes,regulations,rules and ordinances in force or hereafter enacted. i • 15. PAPER RECYCLING The CITY encourages the CONTRACTOR to develop and implement an office paper and newsprint-recycling program. 16. NOTICES Any notice or demand which must be given or made by a party hereto under the terms of this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices to the CITY shall be sent to the CITY Administrator listed in paragraph 13, at the address given in the opening paragraph of the Agreement. Notice to the CONTRACTOR shall be sent to CONTRACTORS Administrator listed in paragraph 13, at the address stated in the opening paragraph of the Agreement or if not stated therein,then to the address stated in CONTRACTOR's Form W-9 provided to and on file with the CITY. 17. MINNESOTA LAWS GOVERN The Laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction of this contract and the legal relations between the herein parties and performance under it. The appropriate venue and jurisdiction for any litigation hereunder will be those courts located within the county of Hennepin, State of Minnesota. Litigation,however, in the federal courts involving the herein parties will be in the appropriate federal court within the State of Minnesota. If any provision of this contract is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 18. TIME IMPORTANCE Time is of the essence in this agreement. 19. PROMOTIONAL LITERATURE CONTRACTOR may use the term the CITY of Oak Park Heights or any derivatives thereof in promotional literature of any type or form as long as the CITY receives copies of said literature and any updated versions in the format used by CONTRACTOR prior to CONTRACTOR's distribution of said literature. In the event the shall cancel or terminate this Agreement, CONTRACTOR shall immediately cease and desist using the term the CITY of Oak Park Heights or any derivatives thereof in promotional literature of any type or form. • CONTRACTOR,having signed this contract, and the CITY of Oak Park Heights having duly approved this contract on the 24th day of May, 2000, and pursuant to such approval, the proper CITY officials having signed this contract,the parties hereto agree to be bound by the provisions herein set forth. CITY OF OAK PARK HEIGHTS Name: Thomas M. Melena B fir' 1 City• dministrator Date: 5/23/00 WORKLIST!COM Name: By: M. Title Date://Lo c¢o CORPORATE ACKNOWLEDGEMENT STATE OF ) ) ss. CITY OF ) On this day of , ,before me appeared (Name of Officer signing)to me personally known,who did say that he/she is the (title of Officer) of (Legal Name of Company), the corporation described herein and who executed the foregoing instrument; and that said instrument was executed on behalf of said corporation by authority of its Board of Directors or other Governing Body; and he/she acknowledged said instrument to be the free act and deed of said corporation. Notary Public My Commission Expires