DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 DocuSign Envelope ID: 0FD493BA-258B-4817-A10A-A34BDD0591FE
ON-CALL PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND INFRASTRUCTURE ARCHITECTS, INC. D/B/A INFRASTRUCTURE
ENGINEERS
RECITALS
City is a public agency of the State of Califomia and is in need of professional services for the following project:
As-Needed On-Call Inspection Services (herelnafter referred lo as the Project").
Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consulant to provide the services described herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
AGREEMENT
hereby incorporated rain of this role, re. Incorporation.of Recitals. The recitals above are true and correct and are services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit "B".
Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel Identified in their proposal. Consultant warrants that Consultant is famillar with all laws that may affect Its performance of this Agreement and shall advise City of any changes in any laws tha nay affect Consultant's performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.
4. Compensation.
Consultant shall receive compensation, including authorized DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 DocuSign Envelope ID: 0FD493BA-258B-4817-A10A-A34BDD0531FE reimbursements, for all services rendered under this Agreement at the rates set forth in the Schedule of Charges attached hereto as Exhibit "A" and incorporated herein by this reference. The maximum compensation for services to be provided pursuant to. each Task Order shall be set forth in the relevant Task Order. b. The City will not pay any additional fees for printing expenses.
Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction.
City shall pay Consultant's invoice within forty-five (45) days from the date City receives sald involce. The invoice shall describe in detail the services performed and the Any additional services approved and performer
oursuant to this Agreement shall be designated as "Additional Services" and shal Identify the number of the authorized change order, where applicable, on all invoices.
Additional Work. If changes in the work seem merited by Consultant or the City, and Informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. established schedules and deadlines set forth in each individual Task Order issued by the City. All applicable indemnification provisions of this Agreement shall remain In effect following the termination of this Agreement.
Extension Options. The term of this Agreement may be
administratively extended by the City Manager or his designee, for a maximum of four additional one-year terms.
Maintenance of Records: Audits.
Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
Books, documents, papers, accounting records, and other evidence pertaining. to costs incurred shall be maintained by Consultant and made available at al reasonable times during the contract period and for four (4) years from the date of final payment under the contract for Inspection by City.
Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of a Task Order from -
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9. Delays in Performance.
a. • Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemios, epidemics or quarantine restrictions. For purposes of this section, and order, rules to prote the puls heat, welle and at energe pramations , welfare and safety.
Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
10. Compliance with Law,
Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local govemment, including Cal/OSHA requirements.
If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
Standard of Care. Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manne onsistent with the level of care and skill ordinarily exercised by members of th profession currently practicing under similar conditions.
Confilcts of Interest. During the term of this Agreement, Consultant shall 3 DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 DocuSign Envelope ID: 0FD493BA-258B-4817-A10A-A34BDD0531FE
13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtaln and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City's Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.
14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. , Subcontracts, if any, shall contain a provision making them sublect to all provisions stipulated In this Agreement. Nothing contained shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
Independent_ Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Constant's exclusive direction anc control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment Insurance, and workers' compensation insurance.
16. Insurance. Consultant shall not cammence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all Insurance required under this section. a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and volunteers shall suluconsultants policies of commercial gioral labily and automobile lably insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability insurance, in a form and with insurance companies acceptable to the City.
Coverage for Commercial General Liability insurance shall DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 DocuSign Envelope ID: OFD493BA-258B-4817-A1OA-A34BDDO531FE •
•
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be at least as broad as the following:
(iii) Commerclal General Liability insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) roducts/Completed Operations Liabllit
(5) ggregate Limits that Apply per Projec
(6) Explosion, Collapse and Underground (UCX)
exclusion deleted
(7) Contractual Liabllty with respect fo this Contract
(8) Broad Form Property Damage
(9) Independent Consultants Coverage
The policy shall contain no endorsements or provisions
miting coverage for (1) contractual llablity; (2) cross lablity exclusion for claims o ults by one insured against another; (3) products/completed operations flability, or (4 contain any other exclusion contrary to the Agreement.
The policy shall give City, its elected and appointed
officials, officers, employees, agents, and City-designated volunteers additfonal insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
The general liability program may utlize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the Insured provided that such deductibles shall not apply to the City as an additioned c. Automobile Liability
At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (li) Coverage for automoblle liabillty insurance shall be at lea s broad as Insurance Services Office Form Number CA 00 01 covering automobi i) The pollcy shall give City, its elected and appointed officials, ›fficers, employees, agents and City designated volunteers additional insured stafus. 5 DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 DocuSign Envelope ID: 0FD493BA 2588-4817-A10A-A34BDD0531FE • (iv) Subject to written approval by the City, the automobile liabllity program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers' Compensation/Employer's Liability
Consultant certifies that he/she is aware of the provisions of Section 3700 of the Callfornia Labor Code which requires every employer to be insure gainst liabllty for workers' compensation or to undertake self-insurance in accordanc with the provisions of that code, and he/she will comply with such provislons before commencing work under this Agreement.
(Il) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
Professional Liabllity (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liablity or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to Include contractual llability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The pollcy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend.
f. Privacy/Network Security (Cyber)
At all times during the performance of work under this Agreement, the Designer shall maintain privacy/network security insurance, in a form and with insurance companies acceptable to the City, for. (1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, Implantation or spread of malicious software code.
g. Minimum Policy Limits Required
(1) The following Insurance limits are required for the Agreement:
Combined Sinole Limit
6 DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 Docusign Envelope ID: 0FD483BA-258B-4817-A10A-A34BDD0531FE Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and
aggregate
(ii) Defense costs shall be payable in addition to the limits.
Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or waiver of any coverage normally provided by any Insurance. Any available coverag hall be provided to the parties required to be named as Additional Insured pursuant this Agreement.
Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certiiying to the coverage of all Insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a property authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such Insurance.
I. Policy Provisions Required
Consultant shall provide the Cily at least thirty (30) days cancelled or expires during the term of this Agreement, the Consultant shall deliver enewal certificate(s) Including the General Liability Additional Insured Endorsement t the City at least ten (10) days prior to the effective date of cancellation or expiration. (il) The Commercial General Liability. Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary 7 -
DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 DocuSign Envelope ID: OFD483BA-258B-4817-A10A-A34BDD0531FE insurance and that any Insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (i) The retroactive date (If any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting perlod A) if the retroactive date is advanced past the effective date of this Agreement; B) If the policy is cancelled or not renewed; or C) If the policy is replaced by another claims- made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liabllity coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officlals, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive thel right of recovery prior to a loss. Consultant hereby waives Its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
The limits set forth herein shall apply separately 1o each insured against whom claims are made or suits are brought, except with respect to the limits of liabllity. Further the limits set forth herein shall not be construed to relleve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's Indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
J. Qualifying Insurers
All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisty the following minimum requirements:
Each such policy shall be from a company or
companies with a current A.M. Best's rating of no less than A:VIl and admitted to transact In the business of insurance In the State of Califomia, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
Additlonal Insurance Provisions
(il) If at any time during the life of the Agreement, any policy of nsurance required under this Agreement does not comply with these specifications o s canceled and not replaced, City has the right but not the duty to obtain the insuranc 8 -
DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 DocuSign Envelope ID: OFD483BA-2583-4817-A10A-A34BDD0531FE it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficent to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. copies of l insurance polites he may renade thie or the Projeca provide complete Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liabllity arising under or by virtue of this Agreement.
Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract untll they have provided evidence satisfactory to the City that they have secured all Insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
17. Indemnification.
To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), Indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, sults, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, In law or equity, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project, or this Agreement, Including without limitation the payment of all damages, expert witness fees, attorneys' fees and other related costs and expenses. This Indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to of this Agreement.
9 DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 DocuSign Envelope ID: OFD483BA-258B-4817-A10A-A34BDD0531FE for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.
18. California Labor Code Requirements. Consultant is aware of the requirements of Califomia Labor Code Sections 1720 et seg. and 1770 et seq., as well as Califomla Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects.
Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully compty with such Prevalling Wage Laws, if applicable. Consultant shall defend, Indemnify and hold the City, its elected officlals, officers, employees and agents free and harmless from any clalms, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all Califomia Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771; 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
If the Services are being performed as part of an applicable "public works" or "maintenance® project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintein registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compilance requirements.
Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented allens, including, but not limited to, the immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.
Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of Callfomia.
21. Termination or Abandonment
City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days' written notice to DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 Docusign Envelope ID: 0FD493BA-258B-4817-A10A-A34BDD0531FE City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If sald termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to sald termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial fallure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
Attorneys' Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the •
opposing Party all costs and expenses, including reasonable attorneys' fees, incurred by the prevalling Party in the exercise of any of Its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the Cily Attorney's Office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the purposes of this Agreement.
Responsibility for Errors. Consultant shall be responsible for its work and an error or omission attributable to Consultants professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.
Prohibited Employment. Consultant shall not employ any current employee of City to perfom the work under this Agreement while this Agreement is in
25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiatlon of this Agreement and in the performance of Its obligations hereunder except as expressly provided herein.
Except as otherwise provided in "Termination or
Organization. Consultant shall assign Ray Abbasi as Project Manager.
The Project Manager shall not be removed from the Project or reassigned without the orior written consent of the City.
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28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.
29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:
CITY: CONSULTANT:
City of San Bemardino Infrastructure Engineers
Vanir Tower, 290 North D Street 2060 Saturn Street, Suite 250 San Bernardino, CA 92401 Brea, CA 92821
Attn: City Manager Attn: Ray Abbasi, Principal-in-Charge With Copy To:
City of San Bemardino
Vanir Tower, 290 North D Street
San Bemardino, CA 92401
Attn: City Attorney
Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
Equal Opportunity Employment. Consultant represents that it is an equal discrimination shall include, but not be limited to, all activitles related to initial employment, upgrading, demotion, transfer, recrultment of recruitment advertising, layoff or termination.
Entire Agreement. This Agreement, Including Exhiblt "A," represents the Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other
33. Severabilty. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalld, Illegal, or unenforceable for any reason, suct determination shall not affect the validity or enforceability of the remalning terms anc remalning provisions of this Agreement shall remain in full force and effect.
Successors and Assions. This Agreement shall be binding upon and shall. inure to the benefit of the successors in Interest, executors, administrators and assigns DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 DocuSign Envelope ID: 0FD483BA-268B-4817-A10A-A34BDD0531FE of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of Its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be Invalld and void.
35. Non-Waiver. The delay or failure of elther Party at any time to require shall in no way be deemed a waiver of those rights to require such performance or writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right of remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
Time of Essence. Time is of the essence for each and every provision of this Agreement.
Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. respective successors and assigns may amend this Agreement. Amendments. Only a writing executed by all of the Parties hereto or their working solely for Consultant, to solicit or secure this Agreement, Further, Consultant warrants that it has not paid nor has it agreed to pay any company of person, other than Counterparts. This Agreement may be. executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.
Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of saic arties and that by doing so, the Parties hereto are formally bound to the provisions of 13 DocuSign Envelope ID: 14F16DE6-C2D1-4DCA-ADB5-55C2B6FC6008 DocuS/gn Envelope ID: 0FD493BA-258B-4317-A10A-A34BDD0531FE
43. Order of Precedence.
the event of olnit beleen documention of the referenced documente shal govam in .
Amendment(s)
2. This Agreement
3. Task Orders
effect as an original signature
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR ON-CALL PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND INFRASTRUCTURE ENGINEERS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF SAN BERNARDINO CONSULTANT
APPROVED BY:
Robert D. Find
Robert D. Field Signature
City Manager
ATTESTED BY: Name
Genoveva Rocha, CMC Tille
City Clerk
APPROVED AS TO FORM.
Thomas Kee
Best Best & Krieger LLP
City Attomey