City Council Agenda and Packet 2018 04 17

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AN AGREEMENT BY AND BETWEEN THE CITY OF LOUISVILLE AND 5280 DIGITAL INC. FOR BROADCAST UPGRADE EQUIPMENT AND INSTALLATION 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 5280 Digital Inc., hereinafter referred to as the "Consultant". 2.0 RECITALS AND PURPOSE 2.1 The City desires to engage the Consultant for the purpose of providing broadcast upgrade equipment and installation services as further set forth in the Consultant's Scope of Services (which services are hereinafter referred to as the "Services"). 2.2 The Consultant represents that it has the special expertise, qualifications and background necessary to complete the Services. 3.0 SCOPE OF SERVICES The Consultant agrees to provide the City with the specific Services and to perform the specific tasks, duties and responsibilities set forth in the Scope of Services attached hereto as Exhibit C and incorporated herein by reference. 4.0 COMPENSATION 4.1 The City shall pay the Consultant for the Services under this Agreement a total lump sum not to exceed $148,611.25 as listed in the Consultant's Proposal attached hereto as Exhibit D and incorporated herein by reference. This shall be inclusive of all costs of whatsoever nature associated with the Services, including but not limited to salaries, benefits, overhead, administration, profits, expenses, and outside consultant's fees. The Scope of Services and payment therefor shall only be changed by a properly authorized written amendment to this Agreement, and no other expenses shall be reimbursable to consultant express as may be pre - approved in writing by the City Manager. 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. 4.2 Upon completion of the Services, the Consultant shall submit an invoice to the City for Services rendered and a detailed expense report for pre -approved, reimbursable expenses incurred. The invoice shall document the Services and equipment provided, identifying the work and tasks performed and such other information as may be required by the City. The Consultant shall provide such additional backup documentation as may be required by the City. The City shall pay the invoice within thirty (30) days of receipt unless the Services or the documentation therefor are unsatisfactory. Payments made after thirty (30) days may be 1 59