Laserfiche WebLink
other casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight <br /> embargoes, unusually severe weather, and supplier delays due to such causes. Neither <br /> economic nor market conditions nor the financial condition of either party shall be <br /> considered a cause to excuse delay pursuant to this Section. Each party shall notify the <br /> other promptly in writing of each such excusable delay, its cause and its expected delay, <br /> and shall upon request update such notice. <br /> 6. Compensation. In consideration of the services rendered hereunder, City shall pay <br /> Contractor a not to exceed amount of twenty-six thousand two hundred seventy-four <br /> dollars and no cents ($26,274.00) in accordance with the unit prices as submitted in <br /> Exhibit"A." <br /> 7. Payments. City shall make payments within thirty (30) days after receipt of an <br /> undisputed and properly submitted payment request from Contractor. City shall return to <br /> Contractor any payment request determined not to be a proper payment request as soon <br /> as practicable, but not later than seven (7) days after receipt, and shall explain in writing <br /> the reasons why the payment request is not proper. <br /> 8. Taxes. Contractor shall calculate payment for all sales, unemployment, old age pension <br /> and other taxes imposed by local, State of California and federal law. These payments <br /> are included in the total amounts in Exhibit"A." <br /> 9. Audit. The City or its representative shall have the option of inspecting and/or auditing all <br /> records and other written materials used by Contractor in preparing its billings to the City <br /> as a condition precedent to any payment to Contractor. Contractor will promptly furnish <br /> documents requested by the City. Additionally, Contractor shall be subject to State <br /> Auditor examination and audit at the request of the City or as part of any audit of the <br /> City, for a period of three (3) years after final payment under this Agreement. <br /> 10. Unresolved Disputes. In the event that a dispute arises between the City and Contractor <br /> regarding whether the conditions materially differ, involve hazardous waste, or cause a <br /> decrease or increase in Contractor's cost of or time required for performance of any part <br /> of the work, Contractor shall not be excused from any scheduled completion date <br /> provided for by the Agreement, but shall proceed with all work to be performed under the <br /> Agreement. Contractor shall retain any and all rights provided that pertain to the <br /> resolution of disputes and protests between the parties. In the event of any dispute or <br /> controversy with the City over any matter whatsoever, Contractor shall not cause any <br /> delay or cessation in or of work, but shall proceed with the performance of the work in <br /> dispute. This includes disputed time extension requests and prices for changes. The <br /> disputed work will be categorized as an "unresolved dispute" and payment, if any, shall <br /> be as later determined by mutual agreement or a court of law. Contractor shall keep <br /> accurate, detailed records of all disputed work, claims and other disputed matters. <br /> Public Contract Code Sections 20104 et seq. and Rancho Palos Verdes Municipal Code <br /> chapter 3.24 ("Claims Against the City") shall govern the procedures of the claim <br /> process, and these provisions are incorporated herein by this reference. <br /> 11. Termination. This Agreement may be canceled by the City at any time with or without <br /> cause without penalty upon thirty (30) days' written notice. In the event of termination <br /> without fault of Contractor, City shall pay Contractor for all services satisfactorily <br /> Page 2 of 7 <br /> R6876-0001\1348971 v1.doc Maintenance Agreement <br />