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HomeMy WebLinkAboutResolution No. 07-099 RESOLUTION NO. 07-1115 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A PROFESSIONAL SERVICES CONTRACT BY AND BETWEEN THE CITY OF THE COLONY AND HALFF ASSOCIATES FOR DEVELOPING A COMMUNITY DEVELOPMENT MASTER PLAN TO INCLUDE PARKS, OPEN SPACE, CULTURE AND FACILITIES, WHICH IS ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City and Consultant have entered into an agreement such that the Consultant is to provide the following services: DEVELOP A COMMUNITY DEVELOPMENT MASTER PLAN TO INCLUDE PARKS, OPEN SPACE, CULTURE AND FACILITIES; and WHEREAS, the City has determined that it is in the best interest of the City to enter into the Contract with HALFF ASSOCIATES, which is attached hereto and incorporated herein by reference as Exhibit "A," under the terms and conditions provided therein. WHEREAS, with this Contract the City of The Colony is agreeing to pay the sum not to exceed $62,396.00 for such work. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THAT: Section 1. The Professional Services Contract, which is attached and incorporated hereto as Exhibit "A", having been reviewed by the City Council ofthe City of The Colony, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved in the amount of $62,396.00, and the City Manager is hereby authorized to execute the Contract on behalf of the City of The Colony, Texas. Section 2. That this Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED, APPROVED and EFFECTIVE this 19th day of November. 2007. ~L ! ..; lJ~ Christie Wilson, City Secretary ~ €. ~.ef Robert E. Hager, City Attorney .",./~ ...<.~ Oc.. T. .H.~ '"'" . '. ,\~ O"t.. .~r.!~ C~ ~>~~..J.. ." .......q'..'&."., l:;..~"". '.,'() fl~,J. . ' N ',? t: ~{.. tu . ,-...." \,\ \-' '. ..< l-:\ k' -- . "', ,!,- .', "_IU:, ""'.'..' \\,'"~'. ~." r', .....,......." r ....... ,iJ .~., "" . 't;;., ~r ;':' '}'< ~\"'; ~[{'rttl/';' .',,' ',. APPROVED AS TO FORM: 63918 CONSULT ANT CONTRACT CITY OF THE COLONY ORIGINAL STATE OF TEXAS ~ ~ COUNTY OF DENTON ~ KNOW ALL MEN BY THESE PRESENTS: THIS CONTRACT is made and entered into this date by and between the CITY OF THE COLONY, a Texas municipal corporation (hereinafter referred to as the "CITY", and HALFF ASSOCIATES, INC. (hereinafter referred to as "CONSULTANT") and evidences the following: I. PURPOSE CONSUL T ANT shall provide Basic Design, Construction Documents and Specifications, Bidding Process and Construction Administration Services for CITY OF THE COLONY COMMUNITY DEVELOPMENT MASTER PLAN TO INCLUDE PARKS, OPEN SPACE, CULTURE AND FACILITIES DEVELOPMENT. II. DESCRIPTION OF SERVICES The services which CONSULTANT shall provide for the CITY shall include the following: A. CONSUL T ANT hereby covenants and agrees that CONSULTANT is to work closely with the CITY's Park Development Manager or his chosen agent, and/or other appropriate officials of the CITY, and that CONSULTANT is to perform any and all tasks required of CONSULTANT to fulfill the purposes of this Contract. B, CONSULTANT and the CITY covenant and agree that CONSULTANT shall perform all of the services and work contained in CONSULTANT'S proposal to the CITY (attached hereto as "Exhibit A"); said document being part of this Page I of 22 Contract and incorporated in its cntirety herein, The parties agree that should there be any conflict betwcen thc terms of the incorporated documcnt and this Contract, the provisions of this Contract shall control. c. CONSULT ANT cxpressly covenants and agrees to provide the CITY with such written reports as may be required by thc scope of the proposal. D, CONSULTANT will provide the CITY with one "hard copy set" and one digital set of the [mal contract documents, plans and reports. Record drawings of thc plans and rcvised digital files shall be provided by the CONSULTANT upon completion of the project. Also, provide the CITY with a digital copy in pdf format and four sets of plans , Digital files shall be on labeled Compact Disk(s). III. PERFORMANCE OF WORK CONSULT ANT or CONSULTANT'S associates and employees shall perform all the work called for in this Contract. CONSULT ANT hcreby covenants and agrees that all of CONSULT ANT'S associates and employees who work on this project shall be fully qualified to undcrtake same and competent to do the work described in this Contract. IV. PAYMENT Thc CITY shall pay to CONSULTANT a sum not to exceed $59,396.00 for the serVIces including expenses in accordance with "Exhibit A", CONSULTANT shall bill CITY on a monthly basis for services rendered, based upon percentagc of work completed, City shall make prompt monthly payments in the amount shown by the CONSULTANT'S approved monthly statements and other documentation submitted, No interest shall ever be due on late payments, Within 30 days after the [mal completion and acccptance by the CITY of all work under this Contract, and demonstration of payment of all suppliers and sub-contractors [mal payment shall Page 2 of 22 be due, V. TERM OF THE CONTRACT This Contract shall commence and be in full force and effect upon the signing of the Contract and observance of the appropriate formalities, This Contract shall terminate by December 31, 2008 at which time all of the work called for under this Contract must be completed unless the parties mutually agree in writing to extend the term of the Contract, or, unless otherwise terminated as provided in Paragraph XV herein, Throughout the project the Consultant must establish and maintain procedures for tracking and rcporting progress, On Projccts lasting over two months and exceeding $15,000, the Consultant shall submit to the City written progress reports on a monthly basis, The reports shall includc a bricf summary of progrcss relative to each phase of work of the project. Reports shall include minutes of review meetings, documentation of any changes, and shall address issues and challenges encountered as well as anticipated project milestones according to the schedule, and anticipated solutions to keep the project on schedulc, VI. CONTRACT PERSONAL CONSULTANT and the CITY hereby covcnant and agree that this Contract provides for personal services and that these services are not to be assigned or sublet in whole or part without the prior written consent of the CITY. VII. CONFLICT OF INTEREST CONSULTANT hereby covenants and agrees that during the Contract period that CONSUL T ANT and any of CONSULT ANT'S associates and employees will have no interest nor acquire any interest, either direct or indirect, which will conflict in any manner with the Page 3 of 22 performance of the services called for under this Contract. All activities, investigations and other efforts made by CONSULTANT pursuant to this Contract will be conducted by employees or associates of CONSULTANT. CONSULTANT further covenants and agrees that it understands that thc Code of Ordinances of the City of The Colony prohibits any officer or employee of the CITY from having any [mancial intcrest, either direct or indirect, in any business transaction with the CITY. Any violation of this paragraph which occurred with the actual or constructive knowledgc of CONSUL T ANT will render this Contract voidable by the CITY. VIII. CHANGE IN WORK The CITY, through its Park Developmcnt Manager, may request changes in the scope and focus of the activities and studies called for under this Contract. Any such change which, in the opinion of CONSULTANT or the CITY varies significantly from the scope and focus of the work set out herein or entails a significant increase in cost or cxpense to CONSULT ANT must be mutually agreed upon by CONSULTANT and the CITY. The parties herein acknowledge that any change in the scope or focus of the work which results in the increase in compensation to CONSULTANT ofthc fee stated in Paragraph IV hcreofmust first be approved by the CITY's City Manager or City Council, where applicable, IX. CONFIDENTIAL WORK Any reports, designs, plan, information, project evaluations, data or any other documentation given to or prepared or assembled by CONSULTANT under this Contract shall be kept confidential and may not be made available to any individual or organization by CONSULTANT without the prior written approval ofthe CITY except as may be required by law. Page 4 of 22 X. OWNERSHIP OF DOCUMENTS CONS UL T ANT acknowledges that CITY owns all notes, rcports, or other documents intellectual property or documentation produced by the consultant pursuant to this agreement or in connection with its work. CONSUL T ANT acknowledges that CITY shall have copyright privileges to those notes, reports, documents, processes and information. However, CONS UL T ANT acknowledges that the fmished product, the report and/or documents and plans prepared for the CITY, as well as city documents reviewed in the preparation of the report, arc the property of the CITY. CONSULTANT shall provide CITY a copy of all such notes, reports, documents, and information (except to the extent that they contain confidential information about third parties) at CITY expense upon written request. CITY agrees to keep all such information in the strictest of confidence and not to disclose such material to any third party or allow any third party access to such material except as such disclosure is expressly required to applicable law, XI. NONDISCRIMINA nON As a condition of this Contract, CONSULTANT covenants and agrees that CONSULTANT shall take all necessary actions to insure, in connection with any work under this Contract, that CONSUL T ANT or CONSULTANT'S associatcs, sub-contractors, or employees, will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or physical handicap unrelated to job performance, either directly or indirectly or through contractual or other arrangements. In this regard, CONSULTANT shall keep, retain and safeguard all records relating to this Contract for work performed hereunder for a minimum period of three (3) years from fmal contract completion, with full access allowed to authorized representatives of the CITY upon request, for purposes of evaluating compliance with this and other provisions of the Contract. Page 5 of 22 XII. INDEPENDENT CONTRACTOR By the execution of this Contract, the CITY and CONSULTANT do not change the independent contractor status of CONSULTANT. No term or provision of this Contract or any act of CONSULT ANT in the performance of this Contract may be construed as making CONSULTANT the agent or representative of the CITY. XIII. INSURANCE CONSUL T ANT shall prior to the commencement of work under this Contract, obtain and shall continue to maintain at no cost to the CITY, in full force and effect during the term of this Contract, a comprehensive liability insurance policy which shall include bodily, death, automobile liability and property damage coverage. The minimum limit for this coverage shall be $500,000 combined single limit for liability and for property damage. The CONSULTANT shall also obtain and shall continue to maintain at no cost to thc CITY, in full force and effect during the term of this Contract a professional liability (errors and omissions) insurance policy placcd with a company rated at least A-/X by Best's Key Rating Guide, authorized to do busincss in Texas, in an amount not less than $500,000. The CITY shall be named as and additional insured under such general liability policy and provisions shall be given at least thirty (30) days prior notice of any material change in coverage, non-renewal, or of cancellation of such policy, evidenced by return receipt of United States Certified Mail. CONSULT ANT shall furnish the CITY with original copies of said policies or certificates evidencing such coverage prior to commencement of any work under this Contract. Page 6 of 22 XIV. HOLD HARMLESS CONSULTANT shall defend, indemnify, and hold the CITY whole and harmless against any and all claims for damages, costs, and expenses to persons or property to the extent they arise out of, or are occasioned by the Consultant's negligencc, gross negligence or intentional tortuous acts, errors or omissions in the performance of this Contract, or any act of Consultant's negligence, gross negligence or intentional tortuous acts of commission or omission in the execution or performance of this Contract of any rcpresentative, agent, customer, employce, subcontractor or invitee of CONSULTANT. XV. NO VERBAL AGREEMENT This Contract contains the entire commitments and agreements of the parties to the Contract. Any verbal or written commitment not contained in this Contract or expressly referred to in this Contract and incorporated by reference shall have no force or effect. XVI. TERMINATION The CITY may, at its option and without prejudice to any other remedy to which it may be entitled at law or in equity, terminate furthcr work under this Contract, in whole or in part, by giving at least ten (10) days prior written notice thereof to CONSULTANT with the understanding that all services being terminated shall cease upon the date specified in such notice. The CITY shall equitably compensate CONSULTANT, in accordance with the terms of this Contract for the services properly performed prior to the date specified in such notice following inspection and acceptance of same by the CITY. CONSULTANT shall not, however, be entitled to lost or anticipated profits should the CITY choose to exercise its option to terminate, Page 7 of 22 XVII. VENUE The parties to this Contract agree and covenant that this Contract will be performable in The Colony, Texas, and that if legal action is necessary to enforce this Contract, exclusive venue will lie in Denton County, Texas, XVIII. APPLICABLE LAWS This Contract is made subject to the existing provisions of the Charter of the City of The Colony, its rules, regulations, procedures and ordinances, present and future, and all applicable laws of the State of Texas and the United States of America. XIX. CONTRACT INTERPRETATION The parties to this Contract covenant and agree that in any litigation relating to this Contract, the terms and conditions of the Contract will bc interpreted according to the laws of the State of Texas. XX. NOTICES All notices, communications and reports under this Contract must be mailed or delivered to the respective parties at the addresses shown below, unless either party is otherwise notified in writing by the other party: CITY: 1. Keith Helms, RLA, ASLA Park Development Manager City of The Colony 6800 Main Street The Colony, Texas 75056 972/625-1106 x541, Fax 972/624-2321 CONSULTANT: Lenny Hughes, RLA Director of Landscape Architecture Halff Associates, Inc 8GI6Nultllwc:.lPlaL-a'flr \Wl ~'"'-''':>ertZ- '()-o, Page 8 of 22 - Danil~, Texas 7"'))5-4211 tz-lc...l-\-~~ -r~, 1~oe.>\ 214/346-6200, Fax 214/739-0095 XXI. SEVERABILITY In the event that any onc or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in the Contract. XXII. RIGHT OF REVIEW CONSULT ANT covenants and agrees that the CITY, upon reasonable notice to CONSULTANT, may revIcw any of the work perforn1ed by CONSULTANT under this Contract. XXIII. SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto and their successors, and, except as otherwise provided hercin, their assigns, XXIV. CAPTIONS The captions to the various clauses of this Contract are for informational purposes only and in no way alter the substance of the terms and conditions of this Contract. XXV. \V AIVER OF ATTORNEYS FEES CONSULTANT and CITY expressly covenant and agree that in the event of any litigation arising between the parties to this contract, each party shall be solely responsible for payment of its attorneys and that in no event shall either party be responsible for the other party's attorney's fees regardless of the outcome ofthe litigation. Page 9 of 22 EXECUTED this the I 'Th q day of (7oy~,2007. CITY OF THE COLONY, TEXAS: B~~ City Manager ATTEST: ~2MJ~ {U~ C1 y Secretary CONSULTANT: ~ U../ (~n-. '.."" '. " /:."r-~5) OF!,4)l. :' ('u '\" ~ .J c,~::;-,; (j ~ ~ }f. 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