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R99-078 10-11-99RESOLUTION NO. R99-78 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO ENTER INTO A CONTRACT WITH CROSSLAND ACQUISITION, INC., FOR LAND ACQUISITION SERVICES ALONG FITE AND HARKEY ROADS IN AN AMOUNT NOT TO EXCEED $169,550.00. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract by and between the City of Pearland and Crossland Acquisition, Inc., a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest the original of the attached contract with Crossland Acquisition, Inc., for and on behalf of the City of Pearland, for land acquisition services along Fite and Harkey Roads in an amount not to exceed $169,550.00. PASSED, APPROVED and ADOPTED this the 1I4 h day of OC Ob r , A.D., 1999. TOM REID MAYOR ATTEST: NG L SEC . °s4_< to ir ' ARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY Exhibit "A" CROSSLAND ACQUISITION, INC. COST ESTIMATE FOR THE CITY OF PEARLAND SAINITARY SEWER CONSTRUCTION EASEMENTS ON CR 91 AND HARKEY ROAD ACTIVITY Fixed Cost Appraisal Acquisition Relocation Assistance Residential Business Total Fixed Cost Hourly Cost Title Examination Special Commissioners Hearing Appraisal Special Commissioners Hearing Acquisition Total Hourly Cost September 29, 1999 FEE PER PARCEL/DAY/HOUR TOTAL $950.00 / PARCEL x 50 = $47,500.00 $1, 750.00 / PARCEL x 50 = $87,500.00 N/A / PARCEL x N/A / PARCEL x IMI $0.00 $0.00 $ 135,000.00 $75.00 / HOUR x 400 = $30,000.00 $75.00 / HOUR x 50 = $3,750.00 $50.00 / HOUR x 16 = GRAND TOTAL $800.00 $34,550.00 $ 169,550.00 The total cost for activities with hourly rates may change since charges will be based on actual hours worked. The total contract amount for the project will not exceed $169,550, unless otherwise approved by Client. Original Document Date: CITY OF PEARLAND AND CROSSLAND ACQUISITION, INC. CONTRACT FOR CONSULTING SERVICES INDEX AND CONSULTANT AGREEMENT PROPRIETARY (Not for use or disclosure to outside parties except under written agreement) Article 1 - Client Responsibilities Article 2 - Consultant's Responsibilities Article 3 - Payment Article 4 - Ownership of documents Article 5 - Termination Article 6 - Breach of Agreement Article 7 - Choice of Law Article 8 - Compliance with Laws Article 9 - Force Majeure Article 10 - Harmony Article 11 - Impleader Article 12 - Indemnification Article 13 - Licenses Article 14 - Records and Audits Article 15 - Severability Article 16 - Survival of Obligations Article 17 - Use of Information Article 18 - Proprietary Information Article 19 - Conflict of Interest Article 20 - Consultant's Liability Article 21 - Consultant's Insurance Article 22 - Notices Article 23 - Additional Conditions Attachment — Exhibit "A" CONSULTANT CONTRACT Between the City of Pearland, herein after known as "Client", and Crossland Acquisition, Inc., herein after known as the "Consultant", agree as set forth below: ARTICLE I CLIENT RESPONSIBILITIES 1.1 Furnish design criteria, program requirements and schematic plans defining the scope of the project. 1 2 The Consultant identified above for Project shall act for CLIENT in all dealings relating to the Project, if required. ARTICLE 2 CONSULTANT'S RESPONSIBILITIES 2.1 The Consultant shall provide the following basic services in the orderly progress of the work: SEE EXHIBIT "A". 2.1.1 All services shall be rendered as expeditiously as is consistent with professional skill and care. 2.1.2 Services shall include furnishing all labor, equipment and material required to complete the services. 2.1.3 The Consultant shall have full control and direction over the mode and manner of performing the services covered. All services are to be performed wholly at the risk of the Consultant who shall take all precautions for the proper and safe performance thereof. 2.1.4 The services covered by this Agreement shall commence following execution hereof and upon notification from Client. This Agreement shall continue for a period until final completion and acceptance by Client of the designated work. 2.3 The Consultant shall provide the following designated services in completing the work: Right-of-way services include title research, title curative, appraisals, file and document preparation, negotiation, acquisition document processing, eminent domain assistance and file close out The total contract amount for the project will not exceed $169,550 00, unless otherwise approved by Client. See Exhibit "A". ARTICLE 3 PAYMENT 3.1 Payments for the work performed shall be paid 30 days from the date of invoice. All services performed for the client by the Consultant shall be subject to the provisions of this agreement unless such services are performed under a separate written contract. 3.2 Compensation for Additional Services and Reimbursibles shall be paid 30 days from date of invoice. Where the services requested are not specifically provided for in the price the price shall be as mutually agreed between the parties, but otherwise the services shall be subject to all the terms and provisions of this agreement. The Client may make changes in the services by altering, adding to or deducting from the services. The Consultant price shall be adjusted for such change. No change in the contract price shall be made for minor changes not involving extra cost. All other adjustments in the contract price by reason of any change shall be agreed to by the parties. 3.3 Consultant agrees to substantiate costs of Additional Services and Reimbursibles with proof satisfactory to Client. ARTICLE 4 OWNERSHIP OF DOCUMENTS 4.1 Construction documents, prepared by the Consultant are the property of CLIENT and at the completion of the project, termination of Agreement and or Breach of Agreement, all documents including computer disk shall be delivered to Client's Representative for the Project. 4.2 Client accepts full responsibility for any re -use of the Consultants Contract Documents including computer disk without the Consultants written permission. ARTICLE 5 TERMINATION 5.1 This Agreement may be terminated by either party by giving thirty (30) days written notice. 5.2 Should this Agreement be terminated, the Consultant shall be compensated at the rates set forth for services performed to and including date of termination. Such payment shall constitute a full and complete discharge of Client's obligation under this contract. ARTICLE 6 BREACH OF AGREEMENT 6.1 In the event Consultant shall be in breach or default of any of the terms conditions or covenants of this Agreement, and said breach or default shall continue for a period of ten (10) days after the giving of written notice to Consultant thereof, then in addition to all other rights and remedies at law or in equity, Client shall have the right to cancel this Agreement. ARTICLE 7 CHOICE OF LAW 7.1 The construction, interpretation and performance of this Agreement shall be governed by the domestic laws of the State in which the services are performed. ARTICLE 8 COMPLIANCE WITH LAWS 8.1 Consultant and all persons furnished by Consultant shall comply with the provisions of the Fair Labor Standards Act, the Occupational Safety and Health Act and all other applicable federal, state county and local laws, ordinances, regulations and codes in performance under this Agreement. Consultant further agrees, during the term of this Agreement, to comply with all applicable Executive and Federal regulations. Consultant agrees to indemnify Client for any loss or damage sustained because of Consultant's noncompliance. ARTICLE 9 FORCE MAJEURE 9.1 Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by fire, flood. explosion, war, strike, embargo, government requirement, civil or military authorities, Act of God or by the public enemy acts or omissions of carriers or other causes beyond the control of Consultant or Client. If any force majeure condition occurs the party delayed or unable to perform shall give immediate notice to the other party and the party affected by the other's inability to perform may elect to: a) terminate this Agreement or part thereof as to services not already performed. b) suspend this Agreement for the duration of the force majeure condition, buy or sell elsewhere services to be bought or sold under this Agreement and deduct from any commitment the quantity bought or sold for which such commitments have been made elsewhere; or c) resume performance under this Agreement once the force majeure condition ceases with an option in the affected party to extend the period of this Agreement up to the length of time the force majeure condition endured. Unless written notice is given within thirty (30) days after such affected party is notified of the force majeure condition, (b) shall be deemed selected. ARTICLE 10 HARMONY 10.1 Consultant shall be entirely responsible for all persons furnished by Consultant working in harmony with all others when working on Client's premises. ARTICLE 11 IMPLEADER 11.1 Consultant agrees not to implead or bring any action against Client or Client's employees based on any claim by any person for personal injury or death that occurs in the course or scope of employment of such person by. CLIENT and that arises out of services furnished under this Agreement. ARTICLE 12 INDEMNIFICATION 12.1 The Consultant agrees to and shall hold harmless and indemnify Client against and for all liability, cost, expenses, claims, suits and damages (including, reasonable attorney fees and court costs) which Client may at any time suffer or sustain or become liable for by reason of any accidents, damages, injuries, or occurrences (1) to any third person or persons or their property or (2) to the persons or property or both of Consultant, of Client, or of any other party or entity, in any manner arising from or in any manner relating to the work performed hereunder, excluding but not limited to any negligent act or omission of Client, its officers, agents or employees. ARTICLE 13 LICENSES 13.1 No licenses, expressed or implied, under any patents are granted by Client to Consultant under this Agreement. ARTICLE 14 RECORDS AND AUDITS 14,1 The Consultant shall maintain complete records of all costs reimbursed and charges paid hereunder by Client. All such records shall be maintained in accordance with recognized accounting practices and shall be in sufficient detail to support Consultant's charges. Client shall have the right, through its accredited representatives, to examine and audit such records at all reasonable times for a period of one (1) year after the completion of the work. The correctness of Consultant's charges shall be determined from such audit(s) and adjustments made as necessary. ARTICLE 15 SEVERABILITY 15.1 If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement. but rather the entire Agreement shall be construed as if not containing the particular invalid or enforceable provision or provisions and the rights and obligations of Consultant and Client shall be construed and enforced accordingly. ARTICLE 16 SURVIVAL OF OBLIGATIONS 16.1 Obligations under this Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, shall survive termination, cancellation or expiration of this Agreement. ARTICLE 17 USE OF INFORMATION 17.1 Any specification, drawings, sketches, models, samples, computer or other apparatus programs, computer disk, technical of business information or data written, oral or otherwise (all hereinafter designated "Information") furnished to Consultant under this Agreement or in contemplation of this Agreement, shall remain Client's property. All copies of such Information in written, graphic or other tangible form shall be returned to Client at Client's request. Unless such Information was previously known to Consultant free of any obligation to keep it confidential, or has been or is subsequently made public by Client or a third party, it shall be kept confidential by Consultant shall be used only in performing under this Agreement and may not be used for other purposes except upon such terms as may be agreed upon between Consultant and Client in writing. ARTICLE 18 PROPRIETARY INFORMATION 18.1 All documents, including computer disk and property of Client are to be considered proprietary information not for use or disclosure outside of Client except under written agreement. ARTICLE 19 CONFLICT OF INTEREST 19.1 Consultant represents and warrants that no officer employee or agent of Client has been or will be employed, retained, paid a fee, or otherwise has received or will receive any personal compensation or consideration by or from the Consultant, or any of Consultant's employees or agents in connection with the obtaining, arranging or negotiation of this Agreement or other documents or Agreements entered into or executed in connection herewith. ARTICLE 20 CONSULTANT'S LIABILITY 20.1 All persons furnished by Consultant shall be considered solely Consultant's employees or agents and Consultant shall be responsible for compliance with applicable laws, rules and regulations involving, but not limited to, employment of labor, working conditions, Worker's Compensation, payment of wages, and payment of taxes, such as unemployment, social security and other payroll taxes, including applicable contributions from such persons when required by law. Consultant agrees to indemnify and save harmless the Client from and against any losses. damages, claims, demands, suits and liabilities (including reasonable attorney's fees) that arise out of or result from. (I ) (2) injuries or death to persons or damage to property, including theft, caused by Consultant's negligent acts or omissions, or assertions under Worker's Compensation or similar acts made by persons furnished by Consultant. Consultant agrees to defend Client, at Client's request, against any such claim demand or suit. Client agrees to notify Consultant within a reasonable time of any written claim(s) or demand(s) against CLIENT for which Consultant is responsible under this clause. ARTICLE 21 CONSULTANT'S INSURANCE 21.1 With respect to performance hereunder, Consultant shall maintain for the duration of the contract the following insurance coverage and any additional insurances required by law. (a) Worker's Compensation Insurance with benefits afforded under the laws of the State in which the Service is to be performed. Employer's Liability Insurance with limits of at least $100,000 for Bodily injury by accident, $100,000 for Bodily injury by disease per employee and $500,000 for Bodily injury by disease, policy aggregate. (b) General Liability Insurance with the following minimum limits: (I) $ 1,000,000 per occurrence and aggregate for bodily injury and property damage arising out of premises operations, which shall extend coverage to property damage arising out of explosion, collapse and underground hazard for operations identified by a classification code number which includes the svmbol(s) "x' , "c" and "u". (II) $ 1,000,000 per occurrence and aggregate for injury or damage arising out of Products/Completed Operations and hazardous substance and waste. (111) $1,000,000 per occurrence and aggregate blanket contractual. independent contractor's liability, broad form property damage and personal injury. Any or all of the coverages described in b(I-II) above may be required through separate policies with added endorsements or a single, as may be available. (c) The additional following insurance shall be maintained by Consultant if motor vehicle is required. Automobile Liability Insurance with minimum limits of $ 1,000,000 each occurrence for Bodily Injury, Death and Property Damage combined. Said coverage shall extend to all owned, hired and non -owned automobiles and not limit any vehicle with respect to radius of operation or exclude from coverage any vehicle to be used in connection with the Services. Professional Liability Insurance is an amount per claim and in the aggregate or per occurrence equal to or at least the value of the project is required for projects exceeding $ 1,000,000 The Consultant shall also require all subcontractors, if any, who may enter upon the work site to maintain similar insurance. The scope of operations covered by all insurance policies shall not be less than the boundary of the Statein which the Services are being performed. ARTICLE 22 NOTICES 22.1 All written notices required by or relating to this Agreement shall be deemed to have been duly served if delivered in person or sent by registered mail to the Representative as identified in the Agreement. THIS AGREEMENT ENTERED INTO AS OF Client: Glen Erwin, City Manager Printed Name & Title October 11, 1999 Date ARTICLE 23 ADDITIONAL CONDITIONS (List here) Cons n By. /' Printed Name & Title • Date (UHL 7