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HomeMy WebLinkAbout450506 DITESCO LLC - CONTRACT - AGREEMENT MISC - DITESCO LLC (3)AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 19th day of April, 2913, by and between Poudre River Public Library District whose address is 201 Peterson Street, Fort Collins. CO 80524, hereinafter referred to as "Client", and Ditesco. LLC, whose address is 1315 Oakridoe Drive, Suite 120, Fort Collins. CO 80525 , hereinafter referred to as "Contract Professional." WITNESSETH: WHEREAS, Client is in need of hiring an independent Contract Professional to perform professional services. Professional services ordered under this contract are attached hereto as Exhibit "A" and comprise the Scope of Work to be provided by the Contract Professional. WHEREAS, Contract Professional has the time available and is willing to perform the Professional Services according to the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. TERM: The term of this Agreement shall be from April 19, 2013, through and until December 31, 2013. 2. SERVICES PROVIDED BY CONTRACT PROFESSIONAL: Contract Professional agrees to perform the Professional Services for the compensation provided below on an on -call basis. COMPENSATION: Client agrees to pay Contract Professional for all services performed hereunder according to the rates set forth in the Scope of Work. The Client further warrants that it has sufficient funds for payment of fees provided for in this agreement. 3. INDEPENDENT CONTRACTOR: Contract Professional agrees that he or she is an independent contractor and will not become an employee of Client, nor is he or she entitled to any employee benefits from Client as a result of the execution of this Agreement. 4. PROPERTY: Contract Professional agrees that all work products produced under this contract shall become property of the Client. 5. INDEMNIFICATION, DESIGN AND INSURANCE: Contract Professional agrees to indemnify Client, its officers and employees, against liability for injury or damage caused by any negligent act or omission by Contract Professional in the performance of this Agreement and shall hold Client harmless from any loss occasioned as a result of the performance of this Agreement. Client agrees to indemnify Contract Professional its members, managers, employees and sub -consultants against liability for injury or damage caused by any negligent act or omission by Client in the performance of this Agreement and shall hold Contract Professional harmless from any loss occasioned as a result of the performance of this Agreement. Contract Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by Contract Professional and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. Contract Professional shall maintain commercial general liability insurance in the amount of $1,000,000 aggregate, errors and omissions insurance in the amount of $1,000,000, worker's compensation and auto liability as it deems appropriate. 6. NON -ASSIGNMENT: Contract Professional may not assign or transfer this Agreement, any interest therein or claim thereunder, without the prior written approval of Client. TERMINATION: Either party may terminate this Agreement at any time by providing the other party with a 10-day written notice thereof. Furthermore, this Agreement may be terminated at any time Page 2 of 5 without notice upon a material breach of the terms of the Agreement. In the event of termination, payment shall be due for all services and reimbursable expenses incurred through the date of termination. 8. TIME OF THE ESSENCE: Time is of the essence in each and all of the provisions of this Agreement. 9. LAW/SEVERABILITY: The laws of the State of Colorado shall govem the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 10. CLIENT REPRESENTATIVE: Client will designate, prior to commencement of work, its project representative ("Owner's Representative') who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to Owner's Representative. 11. MONTHLY REPORT: Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Contract Professional will provide Owner's Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. 12. ACCEPTANCE NOT WAIVER: Client's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve Contract Professional of responsibility for the quality or technical accuracy of the work. Client's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to Client under this Agreement. 13. NOTICES: Written notices required under this Agreement and all other correspondence between the parties shall be directed to the following and shall be deemed received when hand -delivered or three (3) days after being sent by certified mail, return receipt requested: If to Client: Poudre River Public Library District Ken Draves Deputy Director 201 Peterson Street Fort Collins, CO 80524 If to Contract Professional: Ditesco, LLC Keith Meyer, P.E. 1315 Oakridge Drive, Suite 120 Fort Collins, CO 80525 14. ENTIRE AGREEMENT/MODIFICATIONS: This Agreement constitutes the entire understanding between the parties with respect to the promises and covenants made therein. No modification of the terms of this Agreement shall be valid unless made in writing and agreed to by both parties. Page 3 of 5 IN WITNESS WHEREOF, the parties hereto have signed this Agreement this day of CLIENT: By: Name: Title: ATTEST: By: _ CONTRACT PROFESSIONAL: By: Name: Title: By: Name: Title: Page 4 of 5 Date d"Itesco Project and Construction Services Ditesco 2011.2012 Wage Rate Schedule Owner/Professional Engineer: $120 - $130 Project Manager: $95 - $120 Construction Manager/Resident Engineer: $75 - $85 Administrative: $45 - $55 Mileage Reimbursement: $0.75 per mile All other costs at direct expense Terms 30 days net Page 5 of 5