Task Order Process. a. All Services shall be performed by an Approved Task Order. County shall make reasonable efforts to generally provide at least two (2) weeks’ notice to Contractor for the Services required under any Task Order. Approved Task Orders shall be priced by Contractor on a regular five (5) day schedule, Monday through Friday, forty (40) hours per week, unless otherwise agreed by both Parties. Each Approved Task Order will be a separate agreement between Contractor and County. Each Approved Task Order will reference this Agreement and will describe the Services that Contractor will provide, the prices that County will pay as set forth in this Agreement, and other transaction-specific terms (including such other commercial terms and conditions relating to the Services as the Parties may agree). No obligation to purchase or to provide any Services is created under or pursuant to this Agreement except through a mutually and fully executed Approved Task Order in writing. b. Before issuing a Task Order, County’s Project Manager shall request the Services of Contractor for individual or multiple projects through a written Request for Quote(s). Each Request for Quote(s) shall identify the services required, generally describe the project and provide a timeline for Project completion. A Request for Quote(s) may be as detailed as County finds necessary to assure appropriate oversight of the services to be performed. A sample Task Order is provided as Exhibit C. c. Upon the County’s issuance of a Request for Quote(s), Contractor shall provide a written, itemized Quote for the task(s), and/or services requested by Project Manager (“Quote”). The Quote shall provide, in writing, the billing classification and hourly rate to complete the Task Order. Cost shall conform to the rates proposed by Contractor and agreed to by County as a not-to-exceed fixed price. Any progress billing and payment shall be provided by Contractor in the Quote and is subject to approval by Project Manager. Preparation and work performed to prepare Quotes shall be considered incidental to this Agreement and not compensable. d. If Contractor’s Quote is signed by Contractor and acceptable to County, the Project Manager shall provide the Contractor with a copy of the fully endorsed written Task Order (“Task Order”). After receipt and mutual agreement and execution by the parties of the Task Order (a mutually agreed and signed Task Order is referenced herein as an “Approved Task Order”), County and Contractor shall schedule the Services. Contractor is authorized to begin work on any particular phase / task only upon receipt of the Approved Task Order. The Contractor will be required to conform with the requirements detailed in the Approved Task Order and move through the various design phases. Approved Task Orders shall be numbered sequentially (TO1, TO2, etc.). e. If the Contractor is unable to provide, in the determination of the Project Manager, the full scope of the proposed Task Order work, the Project Manager may alter, change, modify, or cancel the Request for Quote. An Approved Task Order shall be changed only upon the written agreement of both parties after a finding that a change to the Approved Task Order is necessary and justifiable. Contractor’s failure to reasonably estimate the cost of completing the task in the first instance shall not be a justification for modifying the Approved Task Order. Modifications to the maximum amount for the Approved Task Order shall be agreed upon by both parties prior to Contractor continuing the performance of Services. Modifications shall follow the previous Approved Task Order nomenclature with letters following (TO1A, TO1B, etc.). f. Contractor must take all commercially reasonable actions to timely complete the work agreed to in the Approved Task Order, including but not limited to subcontracting the work. Costs for any sub-contractors are the responsibility of the Contractor. g. This Agreement does not provide the Contractor with a guarantee that County will accept Contractor’s Quotes and award Contractor any Approved Task Orders. County reserves the right, at its sole discretion, to separately quote or bid any project. County’s issuance of a written Request for Quote(s) is not a guarantee of work to Contractor. County, at its sole discretion, shall determine when Contractor’s Services are required and shall issue written Request for Quote(s) as needed. h. The amount payable by County shall in every instance be based on the firm-fixed price for the Services satisfactorily rendered, or as the mutually-agreed percentage of the payment schedule applicable to the phase of the task, in an amount not to exceed the maximum amount shown on the Approved Task Order by phase. “Satisfactorily rendered” means performed in accordance with the Approved Task Order. i. Contractor may be required to attend Council and other public meetings, provided the following requirements are met: (a) The County shall identify the meetings at least two
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Sources: Services Agreement, Services Agreement