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HomeMy WebLinkAboutC2022-070 - Visus Engineering ConstructionContract No. 2022-070 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILL S AND VISUS ENGINEERING CONSTRUCTION, INC. THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is entered into as of February 22, 2022, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town") and Visus Engineering Construction, Inc., a(n) Arizona corporation (the "Vendor"). RECITALS A.Pursuant to Section 5.3 of the Town's Procurement Policy and Section 3-3-7 of the Town Code, proper due diligence was conducted for a qualified vendor. B.The Town desires to engage the Vendor to provide On Call Storm Clean-Up Services (the "Services"). C.The Town desires to enter into an Agreement with the Vendor to perform the Services, more particularly set forth in Section 2 below. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Vendor hereby agree as follows: 1.Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until February 22, 2023 (the "Initial Term"), unless terminated as otherwise provided in this Agreement. 2.Scope of Work. This is an indefinite quantity and indefinite delivery Agreement for Services as previously set forth herein. Services shall only be provided when the Town identifies a need and proper authorization and documentation have been approved. For project(s) determined by the Town to be appropriate for this Agreement, the Vendor shall provide the Services to the Town on an as-required basis relating to the specific Services as may be agreed upon between the parties in writing, in the form of a written acknowledgment between the parties describing the Services to be provided ( each, a "Work Order"). Each Work Order issued for Services pursuant to this Agreement shall be (i) in the form provided and approved by the Town for the Services, (ii) contain a reference to this Agreement and (iii) be attached to hereto as Exhibit B and incorporated herein by reference. By signing this Agreement, Vendor acknowledges and agrees that Work Order(s) containing unauthorized exceptions, conditions, limitations, or provisions in conflict with the terms of this Agreement, other than Town's project-specific requirements, are hereby expressly declared void and shall be of no force and effect. The Town does not guarantee any minimum or maximum amount of Services will be requested under this Agreement. 3.Compensation. The Town shall pay the Vendor an aggregate amount not to exceed$50,000 at the rates set forth in the Fee Proposal attached hereto as Exhibit A and incorporated herein by reference. The aggregate amount per renewal term shall not exceed $50,000 in any case unless the Agreement is affirmed and ratified via an executed amendment. All remaining terms and conditions of the Agreement shall remain in full force and effect. 4.Payments. The Town shall pay the Vendor monthly (and the Vendor shall invoicethe Town monthly), based upon work performed and completed to date, and upon submission and approval of invoices. All invoices shall document and itemize all work completed to date. Each invoice statement shall include a record of time expended and work performed in sufficient detail to justify payment. This Agreement must be referenced on all invoices. 5.Documents. All documents, including any intellectual property rights thereto,prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6.Vendor Personnel. Vendor shall provide adequate, experienced personnel, capableof and devoted to the successful performance of the Services under this Agreement. Vendor agrees to assign specific individuals to key positions. If deemed qualified, the Vendor is encouraged to hire Town residents to fill vacant positions at all levels. Vendor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Vendor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 7.Inspection; Acceptance. All work shall be subject to inspection and acceptance bythe Town at reasonable times during Vendor's performance. The Vendor shall provide and maintain a self-inspection system that is acceptable to the Town. 8.Licenses: Materials. Vendor shall maintain in current status all federal, state andlocal licenses and permits required for the operation of the business conducted by the Vendor. The Town has no obligation to provide Vendor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Vendor. 9.Performance Warranty. Vendor warrants that the Services rendered will conformto the requirements of this Agreement and with the care and skill ordinarily used by members of the same profession practicing under similar circumstances at the same time and in the same locality. 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Miller, Town Manager ATTEST: Elizabeth A. Klein, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] Elizabeth Klein (Mar 1, 2022 11:22 MST) “Contractor” ____________________________________, By: Name: Title: Visus Engineering Construction, Inc., a(n) Arizona corporation Jeffrey A kerr (Feb 28, 2022 14:43 MST) Jeffrey A kerr CEO Jeffrey A kerr