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PROFESSIONAL SERVICES AGREEMENT <br />BY AND BETWEEN THE CITY OF LOUISVILLE <br />AND FEHR & PEERS, INC <br />FOR TRAFFIC SIGNAL MANAGEMENT PLAN SERVICES <br />1.0 PARTIES <br />This Agreement is entered into this day of April, 2023 ("Effective Date"), by and between <br />the City of Louisville, a Colorado home rule municipal corporation, hereinafter referred to as the <br />"City", and Fehr & Peers, Inc, a Corporation, hereinafter referred to as the "Contractor". <br />2.0 RECITALS AND PURPOSE <br />2.1 The City desires to engage the Contractor for the purpose of providing on -call engineering <br />services as further set forth in the Contractor's Scope of Services (which services are <br />hereinafter referred to as the "Services"). <br />2.3 The Contractor represents that it has the special expertise, qualifications and background <br />necessary to complete the Services. <br />3.0 SCOPE OF SERVICES <br />3.1 The Contractor agrees to provide the City with the specific Services and to perform the <br />specific tasks, duties and responsibilities set forth in Scope of Services attached hereto as <br />Exhibit A and incorporated herein by reference. Contractor shall furnish all tools, labor <br />and supplies in such quantities and of the proper quality as are necessary to professionally <br />and timely perform the Services. Contractor acknowledges that this Agreement does not <br />grant any exclusive privilege or right to supply Services to the City. <br />3.2 No specific task or work under this Agreement shall be commenced until the City has in <br />writing instructed the Contractor to commence work on a specific task, and, if requested <br />by the City, until after a meeting of the Contractor and City representatives. The City shall <br />have no obligation to pay the Contractor for Services performed without such written <br />instruction by the City, or for work done prior to a meeting with City representatives when <br />such meeting has been requested by the City. <br />3.3 Contractor's Services shall be performed in accordance with the prevailing standard of <br />practice normally exercised in the performance of services of a similar nature in the Denver <br />metropolitan area. <br />4.0 COMPENSATION <br />4.1 The City shall pay the Contractor for Services under this Agreement a total not to exceed <br />$196,880. Services shall be compensated at the hourly rates set forth in Exhibit A, attached <br />hereto and incorporated by this reference. The City shall not pay mileage and other <br />reimbursable expenses (such as meals, parking, travel expenses, necessary memberships, <br />