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1998-399 NOTE Change Order One - Ordinance 2000-103 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PERSONAL SERVICES CONTRACT WITH ROGER WILKINSON TO PROVIDE TECHNICAL SUPPORT FOR THE ACQUISITION OF RIGHT-OF-WAY PARCELS AND UTILITY EASEMENTS RELATING TO THE U S HIGHWAY 77 PROJECT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Denton wishes to contract with Roger Wfllanson to provide personal services with regard to the acquisition of (1) right-of-way parcels and (2) public utility easements for the Utility ReloeaUon Phase, for the U S Highway 77 Project, and WHEREAS, a Personal Services Contract ,s exempt from competmve bidding ~n accordance with Tex Loc Gov't Code §252 002(a)(4), and WHEREAS, the City Council deems it ~n the public interest to authorize the City Manager to enter into a Personal Services Contract wah Roger Wilkinson for the above- mentioned acqmsmon serv,ees, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the City Manager is hereby authorized to enter into a Personal Services Contract with Roger Wfllanson, substantially in the form of the attached Contract, wluch is made a part of this ordinance for all purposes, to provide (1) right-of-way parcels and (2) pubhe utility easements for the Utility Relocation Phase, for the U S Highway 77 Project SECTION II That the City Manager is hereby authorized to make the expenditures as outhned in the attached Contract SECTION III. That ttus ordmance shall become effective ~mmedlately upon its passage and approval PASSED AND APPROVED tbas the /~'~ dayof ~~,,1998 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY Page 2 EMPLOYMENT CONTRACT FOR PERSONAL SERVICES STATE OF TEXAS § COUNTY OF DENTON § This Agreement, made and entered into this /~day of ~1998, by and between Roger Wilkinson, , herema~er referred to as "Consultant," and the City of Denton, a Texas Mumclpal Corporation, 215 East McKm~ey, Denton, Texas 76201, hereinafter referred to as "City" WITNESSETH WHEREAS, the City needs to employ Roger W, llanson, the former Engineering Tech Supervisor, to assist the City, and WHEREAS, the Consultant m the former Engineering Tcch Supervisor for the City, and has over twenty-five years of experience m working with the City's nght-of-way-serv~cas, and has umque quahfieatmns and experience that no other person can offer the City during flus period of tune, NOW, THEREFORE, m conslderatmn of the promises and mutual obhgat~ons berem, the pert~es hereto do mutually agree as follows L Sco~ne of Services: The Consultant shall perform the following personal services m a professional manner working as an independent contractor not under the &rect supervision and control of the City A. Consultant will provide, without lunltatmn, the following services I Technical support specifically for the acqmsmon of nght-of-way parcels for the pending U S Highway 77 Project, the hmlts for the project being from I H 35 to U S 380 (Umverslty Dnve) 2 Techmcal support specifically for the acqmsmon of Public Utility Easements for the Utahty Relocaiaon Phase for the pending U S Highway 77 Project, the hrmts for the project being from I H 35 to U S 380 (Umverslty Drive) B The Consultant shall perform all the senates reqmred m a t~mely fasluon, and shall complete same m compliance with schedules established by the City through its City Manager, as appropriate to carry out the terms and conehtlons of flus Agreement IL Term: The term oftlus Agreement shall begin on November 6, 1998 and continue through September 30, 1999 Tins Asreement may be sooner terminated m accordance with the prowslons hereof Tune is of the essence of this Agreement, and the Consultant shall make all reasonable efforts to complete the senaces set forth harem as expeditiously as possible and to meet the schedules established by the City, through its City Manager III. Comnensation and Method of Payment: A The Consultant shall be prod at the rate of sixty dollars ($60 00) per hour, and shall pro,ado at least forty hours per week of consulting services, and will be available for additional consulting serwces as may be reqtured by the City Manager The total compensation to be paid to the Consultant under ttus Agreement shall not exceed One-Hundred and Twenty-Thousand Dollars ($120,000), unless the City Council approves adchtional compensation upon request of the City Manager B The Consultant shall devote the amount of time to flus matter necessary to perform the seroces berem, but will try to reduce costs wherever possible The Consultant shall bill the City through the submission of invoices, statements, and other documentation, together with support data mdlcatmg the progress of the work and the services performed on the basis of monthly statements showing hourly rates m&catmg who performed the work, what type of work was done, and dotmls of all senncas rendered, along with any reasonable and necessary out- of-pocket expenses recurred C Additionally, the City shall either pay d~rectly or reimburse the Consultant, as the case may be, for reasonable and necessary out-of-pocket expenses, including but not lumted to, telephone, telecopier, reproduction, postage, overmght courier, velucle rmlenge($ 325 cents per mile), and travel All copies will be charged at fifteen cents ($15) per copy for copies made within Consultant's offices, and as much photocopying as possible will be done by outside vendors at bulk rates or by the City to reduce costs If bulk copymg is necessary D Upon completion of all serwces for a particular issue or transaction, the City shall make payment to the Consultant witlun tlurty (30) days of the satisfactory completion of servleeS and receipt of an invoice or statement The pames anticipate invoices or statements for services will be generated on a monthly basis and that smd mvolces or statements will be sent on or about the 15th day of ench month All remlbursable expenses, including but not necessarily lmuted to l~vel, lod~ng, and meals shall be prod at the actual cost, pursuant to the terms and conditions heremabove set forth Ail mvoleeS and bills shall be approved by the City Manager E It is understood that the Consultant shall work under the coordination and general supervision of the Clty MB_rlager. F All notices, invoices, and payment shall be made m writing and may be given by personal delivery or by ma~! Notices, invoices, and payments sent by mall shall be addressed respectfully, lYhchael W .1'cz, City Manager, 215 E McKmney, Denton, Texas 76201, or to Paul Wllhemson, Right-of-Way Agent, 221 North Page 2 Elm Street. When so addressed, the notice, mvmce, and/or payment shall be deemed given upon deposit m the Umtcd States Mini, postage prepaid In all other instances, notices, mvmces, and/or payments shall be deemed given at the tune of actual delivery. Changes may be made m the names and addresses of the responsible person or office to whom notices, invoices, and/or payments are to be sent, provided reasonable notice is given IV. Professional Com_~etencv: A The Consultant agrees that m the performance of these professional sconces, Consultant shall be responsible to the level of competency end shall use the same degree of skill and care presently memtamed by other practicing professionals performing the same or similar types of work For the purpose of flus Agreement, the key person who will be performing the work hereunder shall be Roger WiLkinson B. Any reports and other documents prepared or obtained under the terms of flus Agreement are instruments of service and the City shall retain ownership and a property mterest thereto. If flus Agreement is ternunated at any tune for any reason prior to payment to the Consultant for work under flus Agreement, all such documents prepared or obtained under the terms of the Agreement shall upon termination be delivered to and become the property of the City upon request and without restriction on their use or further compensation to the Consultant V. Establishment and Maintenance of Rgeords; Full and accurate records shall be maintained by the Consultant at its place of busmass with respect to all matters covered by flus Agreement Such records shall be maintained for a period of at least three years aRer receipt of final payment under flus Agreement. VL Audits and lnsneelton: At any time dunng normal business hours and upon reasonable notice to the Consultant, there shall be made available to the City all of the Consultant's records with respect to all matters covered by flus Agreement The Consultant shall permit the City to aulht, examine, and make excepts or trenscnpts from such records, and to make audits of contracts, invoices, materials, and other data relating to all matters covered by flus Agreement VII. Aeenmulishmeut of Proiact: The Consultant shall commence, carry on, and complete any and all projects with all practicable dispatch, m a sound, econonncal and efficient matter, and, m accordance with the provisions hereof and all applicable laws In accomplishing the projects, the Consultant shall take such steps as are appropnate to msore that the work revolved is properly coordinated with related work being carned on m the City VIH. Indemnity and Indenendent Contractor Relationshio: The Consultant shall perform all services as an independent contractor not under the flu'act supervision and control of the City Nothing hereto shall be consmled as creating a relationship of employer and employee between the parties The City and Consultant agree to cooperate m the defense of any claims, action, stat, or proceeding of any kind brought by a thud party which may result from or dn-actly or indirectly arise from any negligence end/or errors or omissions on the part of the Consultant or Page 3 from any breach of the Consultanfs obhgations under tlus Agreement The Consultant agrees to defend, mdernmfy and hold harmless the City and all of its officers, agents, servants, and employees against any and all such olauns, demands, damages, losses, and expenses, mcluchng, w~thout Inmtation, court costs and reasonable attorney's fees recurred by the City m each case solely for m.~ury, death, and physical damages to real or tsngible personal property to the extent resulting from the negligent acts or ormssions of the Consultant m the performance of tins Agreement. Nothing hereto constitutes a waver of any nghts or r~medles the City may have to pursue under either law or equity, including, without hmltation, a cause of action for specific performance or for damages, or loss to the City, resulting from Consultant's negligent errors or omissions, or breach of contract, and all such rights and remedies are expressly reserved IX. Termination of A~reement: A In connection with the work outlined m this Agreement, It is agreed and fully understood by the Consultant that the City may cancel or mdefimtely suspend further work hereunder or t~,mmate tins Agreement at any time upon written not~ce to Consultant, upon receipt of such notice, Consultant shall cease all work and labor being performed under this Agreement Consultant may terminate tins Agreement by g~vmg the City fifteen (15) days wntten notice that Consultant is no longer m a position to continue representmg the City Consultant shall invoice the City for all work saUsfactonly completed and shall be compensated m accordance with the to~i~s of tins Agreement All reports and other documents, or data, or work related to the pro.~ect shall become the property of the City upon te~i~mation of tins Agreement B Tins Agreement may be terminated m whole or m part, in writing, by either party m the event of substantial failure by the other party to fulfill its obhgations under tins Agreement through no fault of the tc~-~matiag party Provided, however, that no such termination may be affected, unless the other party is given [1] written notice (delivered by cemfied mall, return receipt request) of intent to terminate, and not less than tinny (30) calendar days to cure the fmlure, and, [2] an opportumty for consultation vath the termmatmg party pnor to termination C Nothing contained harem or elsewhere in this Agreement shall reqture the City to pay for any work winch is unsatisfactory or which is not submitted m compliance w~th the terms of tins Agreement X. ~ This agreement represents the en~e agreement and understanding between the parties and any negotiations, proposals, or oral agreements ere intended to be mtagrated hemm and to be supersaded by this written agreement. Any supplement or amendment to tins agreement to be effective shall be ut writing and signed by the City and the Consultant XI. Comnlianee with Laws: The Consultant shall comply vath all federal, state, local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be emended, including but not lumted to the Texas Dlsciplmary Rule of Professional Conduct Page 4 XII. ~ For the pmpuse of determining place of agreement and law governing same, flus Agreement is entered mto the City and County of Denton, State of Texas, and shall be governed by the laws of the State of Texas Venue and juns&ctlon of any stat or cause of action arising under or m connactmn with flus Agreement shall be exclusively m a court of competent jurisdiction sitting m Denton County XIII. Discrimination Prohibited; In performing the services required hereunder, the Consultant shall not chscrlmmate agamst any person on the basis of race, color, rehgmn, sex, national ongm or ancestry, age, or physical hanchcep XIV. Personnel; A. The Agreement to the Consultant represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or have any contractual relattons with the Ctty Consultant shall inform the City of any conflict of mterest or potential confhet of interest that may arise during thc toi~1 of this Agreement B All services required hereunder will be performed by the Consultant or under lus supervision All personnel engaged m work shall be qualified and shall be authorized or pm-nutted under state and local laws to perform such services XV. Assignability: The Consultant shall not asmgn any interest m this A~reement and shall not transfer any mterast m this Agreement (whether by ass18nment, novation, or other~ase) w~thout the prior written consent of the City thereto XVI. Severabiiltv: All agreements and covenants contained hereto are severable, and m the event any of them, with the exception of thuse contained m sections headed "Scope of Serviees", "Independent Contractor Relatiunship', and **Compensation and Method of Payment** hereof, shall be held to be mvalid by any competent court, this Agreement shall be mterpreted as though such invalid agreements or covenants were not contained thereto XVIL Resnonsibilifles for Claims and Liability: Approval by the City shall not constitute nor be deemed a release of the responmbfllty and liability of the Consultant for the accuracy and competency of its work, nor shall such approval be deemed to be an assumption of such responSlblhty of the City for any defect m any report or other documents prepared by thc consultant, its employees, officers, agents and consultants XVIIL Modification of A~reem~{? No waiver or modification of this Agreement or of any covenant, conihtion, or lmutation herem contained shall be valid unless m writing and duly executed by the party to be charged therewith and no evidence of any wmver or modification shall be offered or received m evidence m any proceeding arising between the parties hereto out of or affecting this agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is m writing, duly executed as aforesaid, and, the parties further agree that the provisions of fins section will not be waived as hereto set forth Page 5 XX. Caption~; The captions of this A/reement are for informational purposes only and shall not m any way affect the substantive terms or conditions of flus Agreement XXL ~ Th~s Agreement shall be binding upon and mute to the benefit of the pames hereto and their respective hen*s, executors, administrators, legal representatives, successors, and ~lJlgng wh~l~ permitted by this Agreement IN WITNESS HEREOF, the C~ty of Denton, Texas has caused tins Agreement to be executed by its duly authorized C~ty Manager and Consult~t has exect~ted tius,Agr~ement through ~ts duly authorized undersigned officer, dated the / ~ ~day of ~~/1998 CITY OF DENTON ATTEST ~ /E~i~'W.a~-TERS, CITY SECRETARY APPROVED AS TO LEGAL FORM' HERBERT L PROUTY, CITY ATTORNEY aOOEt~LKINSON Page 6 O IN CE O AN ORDINANCE AUTHORIZING THE EXECUTION OF CHANGE ORDER ONE TO THE PERSONAL SERVICES CONTRACT PROVIDING TECHNICAL SUPPORT FOR RIGHT-OF-WAY ACQUISITION ASSOCIATED WITH US 77 ROAD WIDENING PROJECT BETWEEN THE CITY OF DENTON AND ROGER WILKINSON, PROVIDING FOR AN INCREASE IN THE SCOPE OF WORK AND AN INCREASE IN THE PAYMENT AMOUNT, AND PROVIDING AN EFFECTIVE DATE (PURCHASE ORDER 92249-00 TO ROGER WILKINSON IN THE AMOUNT OF $120,000 PLUS CHANGE ORDER ONE IN THE AMOUNT OF $25,000) WHEREAS, on November 17, 1998 (Ordmance~-399),~ the City awarded a Personal Services Contract to Roger Wilkinson in the amount of $120,000, and WHEREAS, the City Manager having recommended to the Council that a change order be authorized to amend such contract agreement with respects to the individual performing the service and price and smd change order being ~n compliance w~th the reqmrements of Chapter 252 of the Local Govemment Code, Now, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the change order increasing the amount contract of the agreement between the C~ty and Roger Wlllanson, on file in the office of the Purchasing Agent, m the amount of Twenty Fwe Thousand and no/100 Dollars ($25,000), ~s hereby approved and the expenditure of funds therefor ~s hereby authorized The master contract amount ~f amended to read $145,000 SECTION II. That this ordinance shall become effective ~mmedlately upon its passage and approval PASSED PROVED th sthe day of 000 ATTEST JEnnIFER ?ALTERS, CITY SECRETARY OVED AS TO LEGAL FOm HERB ERT~'I~)U. TY, CJ~ATT ORNEY CHANGE ORDER to I~'R~ASE ORDER 92249-00 ORDINANCE-2000 ATTACHMENT o