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

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9.F.c privilege applicable to any officer or employee of the City, including, but not limited to, worker's compensation coverage, unemployment insurance benefits, social security coverage, or retirement membership or credit. 11. This Agreement is non -assignable by the Consultant unless by sub -contract, as approved in advance by the City. 12. (A) The City shall pay to Consultant a total sum in accordance with the individual Authorization for Services prepared for each individual project for all services specified in Sections 1 and 2 of this Agreement, as specified in Exhibits "A" and "B". (B) The foregoing sum includes payment for any and all services to be rendered Consultant or sub -Consultants, which the Consultant may employ for this Contract. It is expressly agreed by and between the parties that the Consultant is solely responsible for any and all payment to such any other Consultants or sub -contractors retained by the Consultant. (C) Payment of the total amount provided for under Section 12 (A) shall not relieve Consultant of its obligation to complete the performance of all those services specified in Sections, 1, 2, and 3. Should the City request in writing additional services beyond that specified in Sections 1, 2, and 3, then Consultant shall charge and City shall pay Consultant in accordance with Exhibits "A" and "B". (D) Prior to the final payment to the Consultant, the City shall deduct therefrom any and all unpaid privilege, license and other taxes, fees and any and all other unpaid monies due the City from the Consultant, and shall apply to those monies to the appropriate accounts. Consultant shall provide to the City any information necessary to determine the total amount(s) due. (E) The Consultant shall bill the City monthly for the fee due the Consultant, based upon the percentage of the fee corresponding to the percentage of the Consultant's Services during the billing period for work completed for each itemized task pursuant to this Agreement and Exhibits "A" and "B" during the billing period. City shall pay such billings within thirty (30) days of the date of their receipt. 13. This Agreement is the result of negotiations by and between the parties. Although it has been drafted by the Prescott City Attorney, it is the result of negotiations between the parties. Therefore, any ambiguity in this Agreement is not to be construed against either party. 14. This Agreement shall be construed under the laws of the State of Arizona. 15. All work products of the Consultant for this Project are instruments of service for this Project only and shall remain the property of the City whether the Project is completed or not. All plans, drawings, specifications, data maps, studies and other information, including all copies thereof, furnished by the City shall remain the property of the City. They are not to be used on other work, and, with the exception of this Agreement, are to be returned to the City on request or at the completion of the work. Page 3 of 23 Attachment: Engineering Consultant Agreement with Dibble Engineering, City Contract No. 2019-069 (2126 : Dibble Engineering Contract Packet Pg. 208