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HomeMy WebLinkAboutOrdinance No. 01-1336 CITY OF THE COLONY, TEXAS ORDINANCE NO. LQ I-~ '~ AN ORDINANCE OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH MAXIMUS .; TO CONDUCT A FLEET MAINTENANCE AND FACILITY SPACE NEEDS ASSESSMENT; ATTACHING THE APPROVED FORM OF CONTRACT AS EXHIBIT "A"; AND PROVIDING AN EFFECTIVE DATE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. That the City Manager of the City of The Colony, Texas is hereby authorized to execute on behalf of the City a contract with MAXIMUS to conduct a fleet maintenance and facility space needs assessment. The approved form of contract is attached hereto as Exhibit "A", and made a part hereof for such purposes. SECTION 2. This Ordinance shall take effect immediately from and after its passage by the City Council of the City of The Colony, Texas. DULY PASSED AND APPROVED by the City Council of the City of The Colony, Texas this 17th day of December, 2001. APPROVED: - Jffnn Dillard, Mayor Pro-Tem ATTEST: Patti A. Hicks, TRMC, City Secretary APPROVED AS TO FORM: /~or4fon Hikel, ~ ~ttomey PROFESSIONAL CONSULTING SERVICES AGREEMENT This Agreement made this 17th day of December, 2001, by and between the City of The Colony, Texas, hereinafter referred to as Client, and MAXIMUS, a Virginia corporation authorized to do business in Texas, hereinafter referred to as Consultant, In consideration of the mutual promises contained herein, the parties agree as follows. 1. SCOPE OF SERVICES: Consultant shall be responsible to perform the services set forth in its proposal dated November 9, 2001, which is attached hereto as Exhibit A and incorporated herein by reference. 2. TERM: Consultant shall commence services after the contract has been signed by both parties, and complete services approximately 120 working days later, unless conditions arise outside of Consultant's control which impede completion by that date. If the Consultant cannot complete the services within the time allotted and the Client and Consultant mutually agree to extend the time allotted for services to be performed, the parties must formalize the mutual understanding in written form to be signed and dated by both parties. Consultant agrees to perform its services in a professional, expeditious manner. 3. COMPENSATION: Client agrees to pay Consultant a fee of $33,600, including expenses, for completed services identified in Exhibit A. This fee is fixed and payable upon the completion of the services identified in Exhibit A as follows: Consultant shall invoice monthly for professional services performed and expenses incurred in the prior month. The Client shall pay the invoice within 30 days of Client's receipt of the notice. All payment of invoices by the Client will be premised upon the Consultant actually performing the services invoiced for. 4. TERMINATION: The Client may terminate this Agreement with or without cause upon giving thirty (30) days written notice to Consultant. In the event the Client terminates this Agreement, Consultant shall be entitled to be paid for professional services and expenses incurred through the effective date of termination. Consultant may terminate this Agreement with or without cause upon giving thirty (30) days written notice to the Client. In the event Consultant terminates this Agreement, Consultant shall be entitled to receive compensation and expenses accrued through effective date of termination. 5. PERSONNEL. Consultant represents that it has, or will secure at its own expense, all personnel necessary to perform the services required under this Agreement. It is understood that all personnel secured by the Consultant are not employees of the Client and the Client has no employer/employee relationship with Consultant's personnel. All of the services required hereunder shall be performed by Consultant or under its supervision, and all personnel engaged in performing the services shall be qualified to do so. All services to be performed hereunder shall be in accordance with professional standards in the field. 6. SUBCONTRACTING: Consultant reserves the right to subcontract for services hereunder. Consultant agrees to notify the Client in writing of any such subcontracts and the services to be performed in accordance with the subcontracting arrangement. It is understood that any and all subcontracts engaged by the Consultant are not employees of the Client and there is no employer/employee relationship between Subcontractor and the Client. 7. INSURANCE: If required, Consultant shall provide a certificate of insurance prior to commencement of the engagement. The certificate shall clearly indicate that the Consultant has obtained insurance including identification of the type and amount of coverage. In the absence of written notification to Consultant, the certificate of insurance as presented shall constitute compliance with any and all insurance requirements. 8. INDEMNIFICATION: Each party shall be responsible for its own acts and will be responsible for all damages, costs, fees and expenses which arise out of the performance of this Agreement and which are due to that party's own negligence, tortuous acts and the negligence, tortious acts and other unlawful conduct of its respective agents, officers, and employees. In the absence of negligent acts, errors or omissions in Consultant's performance hereunder, the Client shall defend, indemnify and hold Consultant free and harmless from and against any claims, demands, actions, damages, expenses, fees and liabilities arising by virtue of any and all claims, demands or actions brought by third parties which are related in any way to the Client's implementation of Consultant's recommendations and findings. For purposes of actions arising under the Consultant's general liability or automobile insurance policies, to the extent permitted by law, and its CGL and Auto insurance policies, the Consultant shall provide insurance for all claims, losses or liability, including reasonable attorney's fees arising from personal injury, death to persons or damage to real or personal property occasioned by an act or omission, where there is a duty to act, of the Consultant, its officers, employees, subcontractors or agents in their respective performance of this Agreement. 9. ASSIGNMENT: The parties hereby agree that Consultant may assign, convey or transfer its interest, rights and duties in this Agreement to an affiliated company or its parent company which succeeds to substantially all of the business of the Consultant. However, such assignment becomes valid only after the client has given written consent to same. 10. TIME OF PERFORMANCE: Consultant shall perform the services required hereunder in a timely, professional manner. The Consultant shall not be considered in default by reason of any failure in performance, which arises from causes outside the control of Consultant or its subcontractors. 11. OWNERSHIP OF DOCUMENTS: Consultant shall deliver to the Client all deliverables required to be submitted consistent with the Scope of Services hereunder. All working papers shall remain the property of the Consultant. Consultant shall maintain its working papers for a period of three years from the date of execution of this Agreement. 12. CONFIDENTIALITY: The Client agrees that in connection with this Agreement it may become aware of confidential information, trade secrets, marketing strategies and properties whether or not subject to copyright protection of Consultant. Client covenants and agrees to use its best efforts and diligence in guarding Consultant's confidential information, trade secrets, marketing strategies and properties whether or not subject to copyright protection. The Client further covenants and agrees that is employees and agents will not, directly or indirectly (as manager, consultant, employee, partner or shareholder) use for themselves or others any of Consultant's confidential information, trade secrets, marketing strategies and properties whether or not subject to copyright protection during or at any time after the term of this Agreement. 13. PROPRIETARY INFORMATION: The Client acknowledges that during the term of this Agreement it may receive information from the Consultant that the Consultant regards as confidential and proprietary. The Consultant may, during the term of the Agreement, identify information as proprietary by identifying same in writing to the Client as proprietary information of the Consultant. The Client shall keep secret, retain in strictest confidence and prevent the unauthorized duplication, use and disclosure of information identified by the Consultant as proprietary. The Client further agrees not to disclose the information as proprietary to third parties, unless required by law or ordered by a court of competent jurisdiction. 14. INFORMATION: Consultant shall assume without incurring any liability therefore that all information and data provided by the Client is accurate, timely and complete unless otherwise identified by the Client. 15. SEVERABILITY: If any terms or provision of this Agreement shall be held invalid'or unenforceable, they are, to that extent deemed omitted. The rest of this Agreement shall remain in full force and effect. 16. WAIVER OF BREACH: The waiver by either Consultant or Client of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Consultant or Client. 17. AMENDMENTS: No amendment or variation of the terms and conditions of this Agreement shall be valid unless the same is in writing and signed by all of the parties hereto. 18. THIRD PARTIES: The Client and the Consultant are the only parties to this Agreement and are the only parties entitled to enforce its terms unless paragraph 9, Assignment, is utilized by the Consultant, at which time the entity to which the Consultant assigns, conveys, or transfers its interest, rights and duties under this Agreement and becomes bound by the terms of this Agreement. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide, any right or benefit, whether directly or indirectly or otherwise, to third persons. 19. INTERPRETATION: The validity, interpretation and effect of this Agreement shall be determined under Texas law. All actions arising directly or indirectly as a result or in consequence of this Agreement shall be instituted and litigated only in courts of competent jurisdiction in the State of Texas. 20. ENTIRE AGREEMENT: This is the entire agreement of the parties and supersedes all prior written and oral communications between them with respect to the subject matter hereof. Any change, alteration or modification of this agreement must be in writing and signed by the parties and cannot be changed or modified orally. 21. NOTICES: All written notices, demands or requests of any kind which either party may be required or may desire to serve on the other in connection with this Agreement may be served (as an alternative to personal service) be registered or certified mail or air freight services that provide proof of delivery. Any such notice or demand so served by registered or certified mail shall be deposited in the United States mail with postage and fees thereon fully prepaid, and addressed to the parties so to be served as follows: If to Consultant: MAXIMUS 60 Revere Drive, Suite 200 Northbrook, Illinois 60062 If to Client: Mr. Antonio Johnston Assistant City Manager 6800 Main Street The Colony, TX 75056 Service of any such notice or demand so made by mail shall be deemed complete on the day of actual delivery as show by the addressee's registry or certification receipt. Either party hereto may from time to time, by notice in writing served upon the other as aforesaid, designate a different mailing address, or (a) different or additional person(s) to which or to whom all such notices or demands are thereafter to be addressed. Persons named to receive copies of notices are listed for accommodation only and are not required to be served to comply with service of notice on a party (are required to be served to comply with service of notice). CONSULTANT Roger L. Thompson Date: 12-[~ /~1 CLIENT: The Colony, Texas Date: /q ~'r ©~