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HomeMy WebLinkAboutContracts & Agreements_28-1986_CCv0001.pdf CONTRACT FOR PROFESSIONAL SERVICES PART I - AGREEMENT THIS AGREEMENT, entered into as of this 2nd day of September, 1986 , by and between The City of Redlands , (hereinafter referred to as the "Owner" ) , and Pavement Management Systems , Inc. doing business as a corporation of the State of Colorado , (hereinafter referred to as the "Consultant" ) . WITNESSETH : WHEREAS , the Owner is undertaking certain activities necessary for the planning or execution of a project , situated in the project area described below; and WHEREAS , the Owner desires to engage the Consultant to render certain technical advice and assistance in connection with such undertakings of the Owner: NOW, THEREFORE , the parties hereto do mutually agree as follows: Sco e of Services . The Consultant shall perform all the necessary services provided under this contract in connection with and respecting the following project area : All streets under the Jurisdiction of the City of Redlands and shall do), perform, and carry out , in a satisfactory and proper manner, as determined by the Owner, the following: a. All work and services as described in TECHNICAL SUPPLEMENT OF THE PRE-IMPLEMENTATION PLAN dated March 12 , 1986 . The Owner shall furnish the following data and information to the Consultant: a. The City shall provide existing traffic count data on record to the Consultant. b. The City shall provide copies of street maps to the Consultant as needed. C. Existing construction drawings and specifications will be made available to the Consultant if requested. However, there exists several subdivisions for which construction drawings are not on file. In no case will the Consultant be permitted to remove construction drawings from the Engineer 's Office . 2 . Compensation : For the Consultant 's services as set forth in Section I , Scope of Services , the compensation shall consist of payment not to exceed the amount of $140 ,540 .00 . Such payment shall constitute full and complete compensation for all services performed and material delivered. 3 . Method of Payment : The Consultant shall submit monthly invoices during the completion of the project for the portion of work complete to date, and the owner agrees to pay the consultant within 30 days. It is expressly understood and agreed that in no event shall the total and 1 2 1 complete compensation and reimbursement , if any, to be paid hereunder exceed the maximum sum of $140 ,540 .00 for all specified services rendered, unless written authorization is given for a changed scope of work. 4 . Term and 'Conditions : This Agreement is subject to and incorporates the provisions attached hereto as Part II - Terms and Conditions . 5 . Extent of Agreement : The Agreement represents the entire and integrated agreement between the Owner and the Consultant and supersedes all prior negotiations , representa- tions or agreements , either written or oral. The Agreement may be amended only by written instrument signed by both the Owner and the Consultant . 6 . Other Provisions : See attached Special Conditions. IN WITNESS WHEREOF, the Owner and Consultant have executed this Agreement as of the date first-above written. Owner: Pavement Management The City of Redlands Consultant : Systems , Inc. By z By: Title : Carole Beswick, Mayor Title ; Attest: Attest: Title :—Lorrie Poyzer, City Clerk Title: (Seal) 3 , CONTRACT FOR PROFESSIONAL SERVICES PART Il - GENERAL TERMS AND CONDITIONS Termination of Contract for Cause . If , through any cause, ,-he Consultant shall fail to fulfill in timely and proper r-nanner his obligations under this contract , or if the Consultant shall violate any of the covenants , agreements , or stipulations of this contract , the Owner shall thereupon have the right to terminate this contract by giving written notice to the Consultant of such termination and specifying the effective date thereof , at least 10 days before the effective date of such termination. In such event, all finished or unfinished documents , data, studies , and reports prepared by the Consultant under this contract shall, at the option of the Owner, become its property and the Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents . Notwithstanding the above , the Consultant shall not be relieved of liability to the Owner for damages sustained by the Owner by virtue of any breach of the contract by the Consultant, and the Owner may withhold any payments to the Consultant for the purpose of setoff until such time as the exact amount of damages due the Owner from the Consultant are determined. Termination for Convenience of Owner : The Owner may terminate this contract any time by a notice in writing from the 4 Owner to the Consultant . If the contract is terminated by the Owner as provided herein, the Consultant will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of the Consultant covered by this contract , less payments of compensation previously made ; provided, however, that if less than sixty percent of the services covered by this contract have been performed upon the effective date of such termination , the Consultant shall be reimbursed ( in addiLlun to the above payment ) for that portion of Lhe actual out-of-pocket expenses (not otherwise reimbursed under this contract ) incurred by the Consultant during the contract period which are directly attributable to the uncompleted portion of the services covered by this contract. Said ratio of services completed to total services of the Consultant shall be determined by the Owner . If this contract is terminated due to the fault of the Consultant , Section I hereof relative to termination shall apply. 3 . Changes. The Owner may , from time to time, request changes in the scope of the services of the Consultant to be performed hereunder. Such changes , including any increase or decrease in the amount of the Consultant 's compensation , which are mutually agreed upon between the Owner and the Consultant , shall be incorporated in written amendments to this contract. 4 . Assignability. The Consultant shall not assign any interest in this contract , and shall not transfer any interest in the r% same without prior written approval of the Owner: provided, however that claims for money due or to become due to the Consultant from the Owner under this contract may, be assigned to a bank, trust company, or other financial ,institution, or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer shall be furnished to the Owner. 5 . Exclusive Use. The client receives a royalty-free , exclusive and irrevocable right to use only for internal purposes , the document and agrees that it WILL NOT reproduce or circulate beyond its own organization, either VERBALLY OR BY WRITTEN WORD, information pertaining to the working components of the document either in part or in full. 6 . Audit. The Owner or any of its duly authorized representatives shall have access to any books, documents , papers , and records of the Consultant which are directly pertinent to a specific program for the purpose of making audit, examination, excerpts , and transactions. 7 . Equal Employment Opportunity. In carrying out the program, the Consultant shall not discriminate against any employee or applicant for employment because of race , color , religion, sex, or national origin. The Owner shall take affirmative action to insure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, 6, sex, or national origin. Such action shall include , but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertis- ing, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Owner shall post in conspicuous places , available to employees and applicants for employment , notices to be provided by the government setting forth the provisions of this nondiscrimination clause. The Consultant shall state that all qualified applicants will receive consideration for employment without regard to race, color , religion, sex, or national origin. The Owner shall incorporate the foregoingrequirementsof this paragraph in all of its contracts for program work and will require all of its Consultants for such work to incorporate such requirements in all subcontracts for program work. 8 . Interest of Members , Officers , or Employees of Public .� , Member of Local G2yerLija2 Bodes, or Other Public Officials . No member, officer, or employee of the Owner, or its designees or agents , no member of the governing body of the locality in which the program is situated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the program during his tenure or for one year thereafter shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof , for work to be performed in connection with the program assisted under the agreement. 7 9 . Ownership of Documents . Drawings , specifications , guide- lines , documentation , and other documents , upon payment in full to the Consultant , shall become the property of the Owner and if used on any project , other than the subject project, the Owner shall release and discharge the Consultant from any and all liability, claims or demands arising out of such. 10 . Governing Law. This agreement has been executed by the parties hereto on the day and year first above written and shall be governed by the laws of the State of California. The Consultant shall also comply with all applicable laws, ordinances , and codes of local governments . 8 SPECIAL CONDITIONS PART III 1 . Contract Documents : The Contract Documents shall include the following: A. Contract for Professional Services i. Agreement ii. General Terms and Conditions iii. Special Conditions B. Pre-Implementation Plan dated March 12 , 1986 . 2 . Project Representatives : For City of Redlands : Mr. Ronald Mutter For Pavement Management Systems , Inc: Mr. Jim Hallman 9