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R-2014-087 2014-08-11RESOLUTION NO. R2014-87 A Resolution of the City Council of the City of Pearland, Texas, authorizing a contract for professional services associated with traffic signal timing to Gerry de Camp, in the estimated amount of $50,000.00 for the period beginning August 2014 and ending July 2015. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for professional services, 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 a contract for traffic signal timing services. PASSED, APPROVED and ADOPTED this the 11th day of August, A.D., 2014. ATTEST: `NG L•4,"coir icmC Y SEC' TARP APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY (-) TOM REID MAYOR 00,111,1„ \ C Resolution No. R2014-87 Exhibit "A" CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT is entered into on > ui by and between the City of Pearland ("CITY") and Gerry de Camp, P.E., PTOE ("CONS LTANT"). The CITY engages the CONSULTANT to perform professional services for a project known and described as Traffic Signal Timing Services for Traffic Operations Department ("PROJECT"). SECTION I - SERVICES OF THE CONSULTANT The CONSULTANT shall perform the following professional services to CITY standards and in accordance with the degree of care and skill that a professional in Texas would exercise under the same or similar circumstances: A. The CONSULTANT shall provide professional traffic signal timing services for the Traffic Operations Department, as needed. B. The CONSULTANT has prepared and submitted a detailed statement of cost of the PROJECT. C. The CONSULTANT acknowledges that the CITY (through its employee handbook) considers the following to be misconduct that is grounds for termination of a CITY employee: Any fraud, forgery, misappropriation of funds, receiving payment for services not performed or for hours not worked, mishandling or untruthful reporting of money transactions, destruction of assets, embezzlement, accepting materials of value from vendors, or consultants, and/or collecting reimbursement of expenses made for the benefit of the CITY. The CONSULTANT agrees that it will not, directly or indirectly; encourage a CITY employee to engage in such misconduct. D. The CONSULTANT recognizes that all documents or work product generated by the CONSULTANT under the CONTRACT shall be delivered to the CITY upon request, and shall subsequently become subject to the Open Records Laws of this State. E. The CONSULTANT shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons, damages to property, or any errors and omissions relating to the performance of any work by the CONSULTANT, its agents, employees or subcontractors under this Agreement, as follows: (1) Professional Liability Insurance in an amount not less than $1,000,000 in the aggregate. Certificates of Insurance and endorsements shall be furnished to the CITY before work commences. Each insurance policy shall be endorsed to state that coverage Professional Services 1 of 5 PS. Revised 5/14 shall not be suspended, voided, canceled, and/or reduced in coverage or in limits ("Change in Coverage") except with prior written consent of the CITY and only after the CITY has been provided with written notice of such Change in Coverage, such notice to be sent to the CITY either by hand delivery to the City Manager or by certified mail, return receipt requested, and received by the City no fewer than thirty (30) days prior to the effective date of such Change in Coverage. Prior to commencing services under this CONTRACT, CONSULTANT shall furnish CITY with Certificates of Insurance, or formal endorsements as required by this CONTRACT, issued by CONSULTANT'S insurer(s), as evidence that policies providing the required coverage, conditions, and limits required by this CONTRACT are in full force and effect. F. The CONSULTANT shall indemnify and hold the CITY, its officers, agents, and employees, harmless from any claim, loss, damage, suit, and liability of every kind for which CONSULTANT is legally liable, including all expenses of litigation, court costs, and attorney's fees, for injury to or death of any person, for damage to any property, or errors in design, any of which are caused by the negligent act or omission of the CONSULTANT, his officers, employees, agents, or subcontractors under this CONTRACT. H. All parties intend that the CONSULTANT, in performing services pursuant to this CONTRACT, shall act as an independent contractor and shall have control of its own work and the manner in which it is performed. The CONSULTANT is not to be considered an agent or employee of the CITY. SECTION II - PERIOD OF SERVICE This CONTRACT will be binding upon execution and shall end one (1) year after the start date. SECTION III - CONSULTANT'S COMPENSATION A. Total compensation for the services performed shall be $175.00 per hour, not to exceed $50,000.00, without prior authorization of the Traffic Operations Department. B. The CITY shall pay the CONSULTANT based upon required deliverables and supported by detailed invoices submitted by the CONSULTANT subject to the following conditions: Payments shall be made based upon CONSULTANT'S successful completion of required deliverables and CITY acceptance of same. C. The CITY shall make any required payment to the CONSULTANT within thirty (30) days of receipt and approval of a detailed invoice. Invoices shall be submitted on the basis of completion of identified milestones. Professional Services 2 of 5 PS. Revised May/14 F. If the CITY terminates this CONTRACT for cause and/or if the CONSULTANT breaches any provision of this CONTRACT, then the CITY shall have all rights and remedies in law and/or equity against CONSULTANT. Venue for any action or dispute arising out of or relating to this CONTRACT shall be in Brazoria County, Texas. The laws of the State of Texas shall govern the terms of this CONTRACT. The prevailing party in the action shall be entitled to recover its actual damages with interest, attorney's fees, costs and expenses incurred in connection with the dispute and/or action. CONSULTANT and CITY desire an expeditious means to resolve any disputes that may arise between under this CONTRACT. To accomplish this, the parties agree to mediation as follows: If a dispute arises out of or relates to this CONTRACT, or the breach thereof, and if the dispute cannot be settled through negotiation, then the parties agree first to try in good faith, and before pursuing any legal remedies, to settle the dispute by mediation of a third party who will be selected by agreement of the parties. SECTION VI — ENTIRE AGREEMENT This CONTRACT represents the entire agreement between the CITY and the CONSULTANT and supersedes all prior negotiations, representations, or contracts, either written or oral. This CONTRACT may be amended only by written instrument signed by both parties. SECTION VII — COVENANT AGAINST CONTINGENT FEES The CONSULTANT affirms that he has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT to solicit or secure this CONTRACT, and that he has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of the CONTRACT. For breach or violation of this clause, the CITY may terminate this CONTRACT without liability and in its discretion, may deduct from the CONTRACT price or consideration, or otherwise recover, the full amount of such fee, commission, percentage brokerage fee, gift, or contingent fee that has been paid. Professional Services 4 of 5 PS. Revised May/14 SECTION VHI- SUCCESSORS AND ASSIGNS This CONTRACT shall not be assignable except upon the written consent of the parties hereto. The parties have executed this CONTRACT this /id- day of August, 2014. CIT v PEAA I, TEXAS CONSULTANT — GERRY DE AMP. P.E., PTOE Professional Services 5 of 5 PS. Revised May/14