Better Building Co / Veterans Acknowledgement Expansion 17AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and
entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal
corporation, and Bruce and Sandy Swan, owner of Better Building Company (sole
proprietor and sole source artist for the existing monuments) ("Contracting Party").
The parties hereto agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Contracting Party shall provide those services related to the Civic Center
Campus expansion of the Veteran's Acknowledgement Areas Project No. 2017-14, as
specified in the "Scope of Services" attached hereto as "Exhibit A" and incorporated
herein by this reference (the "Services"). Contracting Party represents and warrants
that Contracting Party is a provider of first-class work and/or services and Contracting
Party is experienced in performing the Services contemplated herein and, in light of
such status and experience, Contracting Party covenants that it shall follow industry
standards in performing the Services required hereunder, and that all materials, if any,
will be of good quality, fit for the purpose intended. For purposes of this Agreement,
the phrase "industry standards" shall mean those standards of practice recognized by
one or more first-class firms performing similar services under similar circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be provided
in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of
the City and any Federal, State, or local governmental agency of competent
jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified
herein, Contracting Party shall obtain at its sole cost and expense such licenses,
permits, and approvals as may be required by law for the performance of the Services
required by this Agreement, including a City of La Quinta business license. Contracting
Party and its employees, agents, and subcontractors shall, at their sole cost and
expense, keep in effect at all times during the term of this Agreement any licenses,
permits, and approvals that are legally required for the performance of the Services
required by this Agreement. Contracting Party shall have the sole obligation to pay for
any fees, assessments, and taxes, plus applicable penalties and interest, which may
be imposed by law and arise from or are necessary for the performance of the Services
required by this Agreement, and shall indemnify, defend (with counsel selected by
City), and hold City, its elected officials, officers, employees, and agents, free and
harmless against any such fees, assessments, taxes, penalties, or interest levied,
assessed, or imposed against City hereunder. Contracting Party shall be responsible
for all subcontractors' compliance with this Section.
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1.5 Familiarity with Work. By executing this Agreement, Contracting Party
warrants that (a) it has thoroughly investigated and considered the Services to be
performed, (b) it has investigated the site where the Services are to be performed, if
any, and fully acquainted itself with the conditions there existing, (c) it has carefully
considered how the Services should be performed, and (d) it fully understands the
facilities, difficulties, and restrictions attending performance of the Services under this
Agreement. Should Contracting Party discover any latent or unknown conditions
materially differing from those inherent in the Services or as represented by City,
Contracting Party shall immediately inform City of such fact and shall not proceed
except at Contracting Party's risk until written instructions are received from the
Contract Officer (as defined in Section 4.2 hereof).
1.6 Standard of Care. Contracting Party acknowledges and understands that
the Services contracted for under this Agreement require specialized skills and abilities
and that, consistent with this understanding, Contracting Party's work will be held to
an industry standard of quality and workmanship. Consistent with Section 1.5
hereinabove, Contracting Party represents to City that it holds the necessary skills and
abilities to satisfy the industry standard of quality as set forth in this Agreement.
Contracting Party shall adopt reasonable methods during the life of this Agreement to
furnish continuous protection to the Services performed by Contracting Party, and the
equipment, materials, papers, and other components thereof to prevent losses or
damages, and shall be responsible for all such damages, to persons or property, until
acceptance of the Services by City, except such losses or damages as may be caused
by City's own negligence. The performance of Services by Contracting Party shall not
relieve Contracting Party from any obligation to correct any incomplete, inaccurate, or
defective work at no further cost to City, when such inaccuracies are due to the
negligence of Contracting Party.
1.7 Additional Services. In accordance with the terms and conditions of this
Agreement, Contracting Party shall perform services in addition to those specified in
the Scope of Services ("Additional Services") only when directed to do so by the
Contract Officer, provided that Contracting Party shall not be required to perform any
Additional Services without compensation. Contracting Party shall not perform any
Additional Services until receiving prior written authorization (in the form of a written
change order if Contracting Party is a contractor performing the Services) from the
Contract Officer, incorporating therein any adjustment in (i) the Contract Sum, and/or
(ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of Contracting Party. It is expressly understood by Contracting Party
that the provisions of this Section shall not apply to the Services specifically set forth
in the Scope of Services or reasonably contemplated therein. It is specifically
understood and agreed that oral requests and/or approvals of Additional Services
shall be barred and are unenforceable. Failure of Contracting Party to secure the
Contract Officer's written authorization for Additional Services shall constitute a
waiver of any and all right to adjustment of the Contract Sum or time to perform this
Agreement, whether by way of compensation, restitution, quantum meruit, or the like,
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for Additional Services provided without the appropriate authorization from the
Contract Officer. Compensation for properly authorized Additional Services shall be
made in accordance with Section 2.3 of this Agreement.
1.8 Special Requirements. Additional terms and conditions of this
Agreement, if any, which are made a part hereof are set forth in "Exhibit D" (the
"Special Requirements"), which is incorporated herein by this reference and expressly
made a part hereof. In the event of a conflict between the provisions of the Special
Requirements and any other provisions of this Agreement, the provisions of the
Special Requirements shall govern.
2. COMPENSATION.
2.1 Contract Sum. For the Services rendered pursuant to this Agreement,
Contracting Party shall be compensated in accordance with "Exhibit 13" (the "Schedule
of Compensation") in a total amount not to exceed forty nine thousand, nine hundred
and twenty Dollars ($49,920) (the "Contract Sum"), except as provided in Section 1.7.
The method of compensation set forth in the Schedule of Compensation may include
a lump sum payment upon completion, payment in accordance with the percentage
of completion of the Services, payment for time and materials based upon Contracting
Party's rate schedule, but not exceeding the Contract Sum, or such other reasonable
methods as may be specified in the Schedule of Compensation. The Contract Sum
shall include the attendance of Contracting Party at all project meetings reasonably
deemed necessary by City; Contracting Party shall not be entitled to any additional
compensation for attending said meetings. Compensation may include
reimbursement for actual and necessary expenditures for reproduction costs,
transportation expense, telephone expense, and similar costs and expenses when and
if specified in the Schedule of Compensation. Regardless of the method of
compensation set forth in the Schedule of Compensation, Contracting Party's overall
compensation shall not exceed the Contract Sum, except as provided in Section 1.7 of
this Agreement.
2.2 Method of Billing & Payment. Any month in which Contracting Party
wishes to receive payment, Contracting Party shall submit to City no later than the
tenth (10th) working day of such month, in the form approved by City's Finance
Director, an invoice for Services rendered prior to the date of the invoice. Such invoice
shall (1) describe in detail the Services provided, including time and materials, and
(2) specify each staff member who has provided Services and the number of hours
assigned to each such staff member. Such invoice shall contain a certification by a
principal member of Contracting Party specifying that the payment requested is for
Services performed in accordance with the terms of this Agreement. Upon approval in
writing by the Contract Officer and subject to retention pursuant to Section 8.3, City
will pay Contracting Party for all items stated thereon which are approved by City
pursuant to this Agreement no later than thirty (30) days after invoices are received
by the City's Finance Department.
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