CC - Agendas - City Council - REGULAR - 8/14/2018

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9.F.c 4. All services identified in Paragraphs 1 and 2 above shall be completed to the satisfaction of the City and shall be performed in compliance with the Consultant's project schedule identified in the attached Exhibit "A". 5. The term of this Agreement shall be for the three-year period of September 1, 2018 through August 31, 2021. The Agreement may be extended for up to two (2) additional years (in 1- year increments) at the sole discretion of the City through August 31, 2023. Extensions shall be made administratively, without the need for additional City Council action. 6. Notwithstanding the foregoing, this Agreement may be terminated by both parties upon ten (10) days written notice, with or without cause or upon completion of services. If this Agreement is terminated, the Consultant shall be paid for authorized services satisfactorily performed to the date of the Consultant's receipt of such termination notice. 7. It is agreed by and between the parties that this Agreement incorporates the attached Exhibit "A", Exhibit "B", and Exhibit "C" thereto as a part of this Agreement, and that the terms thereof shall be binding between the parties. 8. Pursuant to A.R.S. Section 38-511, the City of Prescott may cancel this Agreement, without penalty or further obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the Agreement on behalf of the City is, at any time while the Agreement or any extension of the Agreement is in effect, an employee or agent of any other party to the Agreement in any capacity or a Consultant to any other party of the Agreement with respect to the subject matter of the Agreement. In the foregoing event, the City of Prescott further elects to recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the City of Prescott from any other party to the Agreement arising as a result of this Agreement. 9. Any notices to be given by either party to the other must be in writing, and personally delivered or mailed by prepaid postage, at the following addresses: Prescott Municipal Airport Director City of Prescott 6546 Crystal Lane Prescott, AZ 86301 Dibble Engineering 7878 North 16th St, Suite 300 Phoenix, AZ 85020 10. It is expressly agreed and understood by and between the parties that the Consultant is an independent Consultant, and, as such, Consultant shall not become a City employee, and is not entitled to payment or compensation from the City, or to any fringe benefits to which other City employees are entitled. As an independent Consultant, Consultant further acknowledges that it is solely responsible for payment of any and all income taxes, FICA, withholding, unemployment insurance, or other taxes due and owing any governmental entity whatsoever as a result of this Agreement. As an independent Consultant, Consultant further agrees that it will conduct itself in a manner consistent with such status, and that it will neither hold itself out nor claim to be an officer or employee of the City by reason thereof, and that it will not make any claim, demand or application to or for any right or Page 2 of 23 Attachment: Engineering Consultant Agreement with Dibble Engineering, City Contract No. 2019-069 (2126 : Dibble Engineering Contract Packet Pg. 207