Professional Services Agr
PROFESSIONAL SERVICES AGREEMENT
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THIS AGREEMENT, executed III three (3) copIes on the d2? day of June, 2001,
by and between the City of Salina, Kansas (hereinafter referred to as "City", which term
shall be construed to include any officer, representative, or elected official of the City
having authority to represent or act for it, in relation to any part of the subject of this
Contract), and Transportation Consultants, Inc. [TCI], with offices located at 8302
Dunwoody Place, Suite 352, Atlanta, Georgia 30350; (hereinafter referred to as
"Consultant").
WITNESSETH THAT:
WHEREAS, the City has a division of services performing Fleet Management which
provides maintenance and management of the City's automotive vehicles utilized by
various departments; and,
WHEREAS, the City desires to engage the Consultant to conduct a fleet management
analysis in the City; and,
WHEREAS, the Consultant is agreeable to conducting fleet management tasks under
conditions and for fees satisfactory to the City,
NOW THEREFORE, for and in consideration of the mutual covenants herein contained
the parties hereto agree as follows:
1. PURPOSE. The purpose of this Contract is to state the terms and conditions under
which Consultant shall perform professional services as hereinafter set forth in
Phase 1. The City shall furnish the Consultant with all available necessary
information, data, and materials pertinent to the execution of this agreement. The
City shall cooperate with the Consultant in carrying out the work herein, and shall
provide adequate staff for liaison with the Consultant.
2. DESCRIPTION OF SERVICES. Consultant shall perform and carry out in a
good and professional manner, all the services as set forth below and in the
Consultant's Proposal to Conduct a Fleet Management Analysis for Salina, Kansas,
dated April 24, 2001 attached as Exhibit "A" and made a part of this Contract for all
purposes, the terms of this Contract shall be final and binding:
a. Consultant shall, at such time and in such form as the City may require, furnish
such periodic reports concerning the status of the project, such statements,
certificates, approvals, and copies of proposed and executed plans and claims
and other information relative to the project as may be requested by the Client.
b. Consultant shall furnish the City upon request, with copies of all documents and
other materials prepared in relation with or as a part of the project.
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c. Consultant shall commence, carry on, and complete the project with all
practicable dispatch, in a sound economical and efficient manner, in accordance
with the provision of this agreement and all applicable laws. In accomplishing
this project the Consultant shall take such steps as are appropriate to ensure that
the work is properly coordinated with related work being carried on for the City.
3. PERFORMANCE OF SERVICES. Consultant and its employees, agents, or
associates shall perform all the services under this Contract. Consultant shall be
fully qualified to perform the services described in Section 2.
4. TERM. The contract shall be for an initial term commencing upon execution of the
contract. Services to be performed under this contract shall commence within
ninety (90) calendar days following execution of this agreement.
5. PAYMENT FOR SERVICES. In consideration of the professional services to be
performed by Consultant for services actually performed, a fee not to exceed $7,500
Dollars, which sum represents the fee for all services enumerated above, including
but not limited to expenses, data entry, travel, telephone and system support and
Consultant agrees to complete the project and all services provided herein for said
sum. Payments to Consultant shall be in the amount shown by periodic invoices,
billings or other documentation submitted and shall be subject to the approval of an
authorized City official.
6. CHANGE IN SERVICES. City through its authorized official may request, from
time to time, changes in the scope of the services of the Consultant to be performed
hereunder. Such changes, which are mutually agreed upon by and between the City
and the Consultant, shall be incorporated in written amendment(s) to this
agreement.
7. CONFIDENTIAL WORK. No reports, information, project evaluation, project
designs, date or any other documentation developed by, given to, prepared by or
assembled by Consultant under this Contract shall be disclosed or made available to
any individual or organization by Consultant without the express prior written
approval of an authorized City official.
8. OWNERSHIP OF DOCUMENTS. Upon acceptance or approval by the City, all
reports, information and other data, given to, prepared or assembled by the Consultant
under this Contract, and any other related documents or items shall become the sole
property of City and shall be delivered to City, without restriction on future use.
Consultant may make copies of any and all documents for its files. By execution of
this Contract and in consideration of the fee for services to be paid under the
Contract, Consultant hereby conveys, transfers and assigns to City all right under the
Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all
common law copyrights and all other intellectual property rights acknowledged by
law in the project designs and other project data developed under this Contract.
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9. INDEMNITY. Consultant agrees to indemnify and hold City, its officers, agents
and employees, harmless against any and all claims, lawsuits, judgements, costs and
expenses for personal injury (including death), property damage or other harm for
which recovery of damages is sought, suffered by any person or persons that may
arise out of or be occasioned by Consultant's breach of any of the terms or
provisions of this Contract, or by any negligent act or omission of Consultant, its
officers, agents, associates, employees or separate contractors, and in the event of
joint and concurrent negligence of both the Consultant and City, responsibility and
indemnity, if any, shall be apportioned comparatively in accordance with the laws
of the State of Kansas, without, however, waiving any governmental immunity
availability to the City under Kansas law and without waiving any defenses of the
parties hereto and not intended to create or grant any rights, contractual or
otherwise, to any other person or entity.
10. RIGHT OF REVIEW OR AUDIT. City may review any and all of the services
performed by Consultant under this Contract. City is hereby granted the right to
audit, at City's election, all of Consultant's records and billings relating to the
performance of this Contract. Consultant agrees to retain such records for a
minimum of three (3) years following completion of this Contract, except records
that are subject to audit findings shall be retained for three years after such findings
have been resolved.
11. CONVENANT AGAINST CONTINGENT FEE. Consultant warrants that it has
not employed or retained any company or person, other than a bona fide employee
working solely for the Consultant, to solicit or secure this Contract, and that it has
not paid or agreed to pay any company or person, other than a bona fide employee
working solely for the Consultant, any fee, commission, percentage, brokerage fee,
gifts, or any other consideration, contingent upon or resulting from the award or
making of this Contract. For breach or violation of this warranty, the City shall
have the right to annul this Contract without liability.
12. NONDISCRIMINATION. As a condition of this Contract, Consultant covenants
that Consultant will take all necessary actions to ensure that, in connection with any
work under this Contract, Consultant, his associates and subcontractors, will not
discriminate in the treatment of employment of any individual or groups of
individuals on the grounds of race, color, religion, national origin, age, sex, or
handicap unrelated to job performance, either directly, indirectly or through
contractual or other arrangements. Consultant shall also comply with all applicable
requirements of the Americans with Disabilities Act, '42, U.S.c.A. ~~12101-12213,
as amended. In this regard, Consultant shall keep, retain and safeguard all records
relating to this Contract or work performed hereunder for a minimum period of
three (3) years from final Contract completion, with full access allowed to
authorized representatives of the City of Salina, upon request, for purposes of
evaluating compliance with this and other provisions of the Contract.
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13. CONTRACT PERSONAL. This Contract provides for personal or Protessional
services, and the Consultant shall not assign this Contract, in whole or in part,
without the prior written consent of City.
14. TERMINATION. The City may terminate this Contract upon thirty (30) days
written notice to Consultant with the understanding that all services being
performed under this Contract shall cease upon the data specified in such notice.
Consultant shall not be entitled to lost or anticipated profits should City choose to
exercise its option to terminate. Consultant shall invoice City for all services
completed and shall be compensated in accordance with the terms of this Contract
for all services performed by Consultant prior to the date specified in such notice.
15. NOTICES. All notices, communications and reports required or permitted under
this Contract shall be personally delivered or mailed to the respective addresses
shown below, unless and until either party is otherwise notified in writing by the
other party, at the fOllowing addresses. Mailed notices shall be deemed
communicated as of five days after mailing.
If intended for Consultant, to:
Transportation Consultants, Inc.
Stephen W. Burnett, Sr. Vice Pres.
8302 Dunwoody Place
Suite 352
Atlanta, Georgia 30350
(404) 250-0100
Fax (404) 250-0253
tci@transpconsult.com
If intended for City, to:
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16. INDEPENDENT CONTRACTOR In performing Services under this Contract.
the relationship between City and Consultant is that of independent contractor, and
City and Consultant by the execution of this Contract does not change its
independent status. Consultant shall exercise independent judgment in performing
its duties under this Contract and is solely responsible for setting working hours,
scheduling or prioritizing the work flow and determining how the work is to be
performed. No term or provision of this contract or act of Consultant in the
performance of this Contract shall be construed as making Consultant or any of its
employees eligible for the fringe benefits, such as sick or annual leave benefits,
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retirement, insurance, worker's compensation and unemployment compensation
coverages, which City provides its employees.
17. APPLICABLE LAWS. This Contract is made subject to the provisions of the
Charter and ordinances of City, as amended, and all applicable State and federal
laws.
18. GOVERNING LAW. This Contract shall be governed by and construed in
accordance with the laws and court decisions of the State of Kansas.
19. ENTIRE AGREEMENT. This Contract embodies the complete agreement of the
parties hereto, superseding all oral or written previous and contemporary
agreements between the parties and relating to matters in this Contract, and except
as otherwise provided herein cannot be modified without written agreement of the
parties to be attached to and made a part of this Contract.
The failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
Thus done and signed in the presence of the undersigned competent witnesses on
the day of , 2001 at
Witness~
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Transportation Consultants, Inc.
,_fr/ !:.J iJ~
Stephen W. Burnett, Senior Vice President
Thus do~ and signed in the presence of the undersigned competent witnesses on
the a.") day of ~ t.A ~ , 2001.
~tness:
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Cit
Salina
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Transportation Consultants, Inc.
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