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INDEPENDENT CONTRACTOR AGREEMENT BY AND BETWEEN THE CITY OF LOUISVILLE AND MICHAEL BAKER JR., INC. FOR PROFESSIONAL SERVICES 1.0 PARTIES The parties to this Agreement are the City of Louisville, a Colorado home rule municipal corporation, hereinafter referred to as the "City and Michael Baker Jr., Inc., a Pennsylvania corporation, hereinafter referred to as the "Contractor 2.0 RECITALS AND PURPOSE 2.1 The City desires to engage the Contractor for the purpose ofproviding Professional Services as further set forth in the Contractor's Scope of Services Schedule (which services are hereinafter referred to as the "Services 2.2 The Contractor represents that it has the special expertise, qualifications and background necessary to complete the Services. 3.0 SCOPE OF SERVICES The Contractor agrees to provide the City with the specific Services and to perform the specific tasks, duties and responsibilities set forth in Scope of Services /Schedule attached hereto as Exhibit "A" and incorporated herein by reference. Contractor shall furnish all tools, labor and supplies in such quantities and of the proper quality as are necessary to professionally and timely perform the Services. Contractor acknowledges that this Agreement does not grant any exclusive privilege or right to supply Services to the City. 4.0 COMPENSATION 4.1 The City shall pay the Contractor for Services under this Agreement a total not to exceed the total contract amount of $166,342.45 as set forth and detailed in Exhibit `B" attached hereto and incorporated herein by this reference. For Services compensated at hourly or per unit rates, or on a per -task basis, such rates or costs per task shall not exceed the amounts set forth in Exhibit B. The City shall pay mileage and other reimbursable expenses (such as meals, parking, travel expenses, necessary memberships, etc.) which are deemed necessary for performance of the Services and which are pre approved by the City Manager. The foregoing amounts of compensation shall be inclusive of all costs of whatsoever nature associated with the Contractor's efforts, including but not limited to salaries, benefits, overhead, administration, profits, expenses, and outside Contractor fees. The Scope of Services and payment therefor shall only be changed by a properly authorized amendment to this Agreement. No City employee has the authority to bind the City with regard to any payment for any Services which exceeds the amount payable under the terms of this Agreement. 1