Res 2002-093 - Laserfiche WebLink

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176. CONSUL TING AGREEMENT This Consulting Agreement ("Agreement") is made effective Hay 14 ,2002, by and between Pacific Technologies of Washington, Inc., a Washington corporation ("PTI"), and the City of San Marcos, Texas ("Client"). 1. Retainer. Client does hereby retain PTI to provide certain consulting services ("Services") as set forth in the Statement of Work attached hereto as Attachment A and PTI agrees to perform the Services. PTI agrees to designate in writing a single contact person assigned to coordinate PTI's performance of the Services. Any changes to this designation must be made by PTI in writing to the Client. 2. Payment Terms. Client shall make monthly progress payments to PTI based on the percentage of the Services satisfactorily completed. The total amount to be paid for each task is set forth in Attachment B. The total compensation for the Services under this agreement shall not exceed $81,580. PTI will provide to Client monthly invoices which shall be due and payable thiliy calendar days after the invoice date. Invoices not paid within thirty days will accrue interest until paid at a rate of 1 % per month. 3. Expenses. Client shall reimburse PTI for expenses incurred, including travel, accommodations, meals, incidentals, and deliverable production expenses associated with this contract. PTI will bill expenses as separate line items on each monthly invoice. Expenses will be billed with a markup of 1.5%, reflecting the current amount of the Washington State Business and Occupational Tax on gross revenues that PTI is required to pay. Total compensation payable to PTI for expenses shall not exceed $14,500, which includes the assumption of 12 round-trip airfares at an average of $400 each. In the event that increases in airfares and/or the number of round-trips required makes it likely that this expense cap will be exceeded, PTI and the Client will negotiate a mutually acceptable change to this clause of the contract. 4. Limitation of Scope. The Statement of Work fully represents all services to be provided hereunder. Any changes in the Statement of Work (Attachment A), the payment per task (Attachment B), or the expense reimbursement terms will be mutually negotiated between PTI and the Client, and will be agreed to in writing. 5. Indemnification. To the extent of their liability under applicable law, Client and PTI shall each protect, indemnify and save the other harmless from and against any damage, cost, or liability, including reasonable attorney fees, resulting from claim for any or all injuries to persons or damage to property arising directly or indirectly from their respective intentional, willful, or negligent acts or omissions, or those of their respective officers, employees, agents, or subcontractors. 6. Acknowledgements; Rights Clause. PTI expressly acknowledges and warrants that a) it performs consulting services of the nature described in this Agreement in PTI's normal and customary course of business, b) the Client, compared to PTI, is relatively unfamiliar with the types of services described in this Agreement, and c) the Client, in executing this Agreement, relies upon the Vendor's superior knowledge of these types of services. PTI reserves all right, C:\TEMP\PTI-UTILITY BILLING RFP SERVICES.DOC 1